The £1 Million Force.com Investment Challenge Official Rules
Sponsored by Eden Ventures (“the Sponsor”)
Details of the judges shall be available on request. The judges shall include a representative of each of the Sponsor, salesforce.com and other representatives as shall be previously determined by the Sponsor (“the Judges”).
By participating in the salesforce/Eden Ventures £1 million Force.com Investment Challenge (the “Challenge”), submitting an entry form and Business Plan (as defined below) or using the registration site located at http://www.salesforce.com/eu/eden and www.edenventures.co.uk (“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 CHALLENGE, 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 Challenge or for any other purpose. To have a viable Challenge, 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, or in the event that no Business Plan warrants winning the Challenge, each in the Sponsor’s, in its sole discretion, then the Sponsor may terminate the Challenge.
1. ELIGIBILITY
The Challenge is a competition open to individuals or sole proprietors of businesses who are legal residents of England, Wales, Scotland, Northern Ireland or Southern Ireland, who are age eighteen (18) or older, or limited companies or privately held businesses that are legally domiciled in England, Wales, Scotland, Northern Ireland or Southern Ireland, who have registered and created an account as described in Section 2 below. Challenge awards (“Awards”) will be granted in the name of the individual or business that entered. Employees of the Sponsor and Salesforce.com and either entity’s respective parent companies, affiliates, subsidiaries, advertising, promotion and fulfilment 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 9am (BST) on 7th May 2008 and ends at 5pm (BST) on7th July 2008 (the “Registration Period”).
To register, log onto www.edenventures.co.uk (“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 Challenge. Representatives of Sponsor or Salesforce.com may contact any individuals or entities that register. 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 and such registrant may be deemed ineligible to enter the Challenge.
3. HOW TO ENTER:
• The entry period begins at 9am (GMT) on 7th May 2008 and ends at 5pm (GMT) on 7th July 2008 (the “Entry Period”). All Business Plans must be submitted not later than the end of the Entry Period.
• To enter you must follow the directions on the Force.com Challenge Website and submit a “Business Plan” which must include, at a minimum, the following elements:
(a) Name, company contact information, mailing address, email address and telephone number;
(b) A hosted, online application developed on the Force.com platform as further described at http://www.salesforce.com/developer/ and http://www.salesforce.com/platform/ (“ Force.com Platform”);
(c) Login ID and password to developer account for, and/or recorded demo of, beta or generally available version of the application developed on the Force.com Platform (the “ Application”);
(d) A description of the following:
(i) market size and target markets for the Application;
(ii) pricing and expected number of users of the Application per company and expected annual contract value per target customer of the Application;
(iii) sales and channel strategy for the Application;
(iv) current and potential competition and comparative analysis; and
(v) background in relation to the management of the team.
(e) Team description;
(f) Names and contact information of customers using or planning to use the Application; and
(g) A five (5) year financial plan.
• Each Business Plan submitted must be the original creation of the entrant.
• 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. Sponsor's servers and clock shall be deemed the official clock for the Challenge 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 Challenge, or by any technical or human errors that may occur in submitting, receiving or processing entries. Entries will not be returned to the entrants.
• Entries that do not meet the requirements set forth in these Official Rules may be disqualified at Sponsor's sole discretion.
4. JUDGING:
• Qualifying Round: All qualified entries will be judged by Sponsor and its affiliates. The Judges will select finalists (the "Finalists") based on the following criteria, which will be equally weighted (“Evaluation Factors”):
(a) Team and specifically the strength of the team and the depth of the domain knowledge
(b) International vision and ambition;
(c) Customer success and user adoption;
(d) A significant market opportunity and likelihood of becoming the market leader;
(e) Adoption and innovative use of the Force.com Platform
(f) Financial plan;
(g) Competitive differentiation;
(h) Likelihood of long-term company success;
• salesforce.com will be:
(a) working closely with Eden Ventures in an advisory capacity.
(b) providing background and be available to assist in due diligence.
(c) providing design review, packaging and distribution best practices, and go-to market programs for companies building applications on the Force.com platform.
(d) meeting regularly with Eden Ventures to review Force.com applications and companies that meet the criteria for the £1 Million Force.com Investment Challenge.
• On 31st July 2008 the Finalists will be notified by e-mail and/or telephone.
• 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 at Sponsor’s sole discretion.
• Final Round. The final round will take place at an external venue to be specified by the Sponsor. All costs related to participation in the final round including but not limited to travel expenses will be the sole responsibility of the Finalist.
• Each Finalist must be present in person at the final round on the dates and times to be set at Sponsor’s sole discretion.
• Each Finalist must prepare a 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 a Q&A session 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 by the Judges 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 winners will be notified following the presentation, on a date to be confirmed, of the determination of the Judges but prior to 30th September 2008.
• The winner and/or winners will be announced at the Dreamforce event in the US in November 2008.
• All decisions of the Judges are final and no correspondence shall be entered into.
5. WINNING ENTRIES
• The Challenge winner and/or winners shall have the opportunity to negotiate with the Sponsor in good faith for a potential investment Award of all or part (as applicable) of the £1 million prize 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 the terms of the investment being awarded by Sponsor to an Award winner and/or winners prior to [insert date] the Sponsor reserves the right to withdraw the award to such Award winner and/or winners and select an alternative Award winner/winners..
• The number of Award winners shall be decided in the sole discretion of the Sponsor with advice from the Judges.
• The Sponsor reserves all rights to allocate to the Award winner and/or winners all or any part of the £1 million prize in the proportions decided in its sole discretion with advice from the other Judges.
• In deciding on the proportion of the £1 million prize to allocate to an Award winner and/or winners, the Sponsor and the Judges shall use the judging criteria set out in section 4 above.
• The Judge’s decision is final.
All awards will be granted, provided that the Entry Threshold is reached. ALL TAXES ARE THE SOLE RESPONSIBILITY OF THE AWARD WINNERS.
6. AFFIDAVIT AND PUBLICITY RELEASE
Finalists will be required to sign and return an Affidavit of Eligibility, and a Liability/Publicity Release, 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.
7. ADDITIONAL CONDITIONS
• The Sponsor and the Judges (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 Award winners from any round of the Challenge may forfeit Awards and/or opportunities to proceed in the Challenge 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.
• The entrants agree to be bound by these Official Rules and by the decisions of the Judges, which are final and binding on all matters pertaining to the Challenge. Acceptance of awards by winners constitutes permission for Sponsor, salesforce.com and any Judge, 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 Challenge, each entrant agrees to release, indemnify, defend and hold Sponsor, salesforce.com, any Judge 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 Challenge, 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 Challenge or acceptance or use of an award or parts thereof, including without limitation (i) any condition caused by events beyond Sponsor’s, salesforce.com’s or any Judge’s control that may cause the Challenge 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 Challenge; and (iii) any printing or typographical errors in any materials associated with the Challenge.
• In no event will Sponsor, salesforce.com or any Judge be liable for any direct (including loss of use, data, business or profits), special, incidental, exemplary, punitive or consequential damages of any kind arising out of or in connection with participation in the Challenge, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Sponsor, salesforce.com or any Judge has been advised of the possibility of such loss or damage.
• The Award winner and/or winners hereby consent to the use of their name by the Sponsor for advertising and/or marketing purposes.
8. TREATMENT OF BUSINESS PLANS
• By participating in the Challenge, each entrant warrants that it has the authority as sole owner of its Business Plan to provide it to the Judges, and that its Business Plan and any other materials or information provided by it in connection with the Challenge ("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, any Judge and the affiliates of such entities the right to use all or a portion of the Entry Materials in connection with the Challenge. Sponsor, salesforce.com, any Judge or the affiliates of such entities 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, any Judge or the affiliates of such entities, 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, salesforce.com or any Judge. The entrants, by these Official Rules, do not grant any other rights to Sponsor, salesforce.com, any Judge or the affiliates of such entities under existing or future copyrights or patents.
• The entrant acknowledges that Sponsor, salesforce.com, any Judge, or the affiliates of such entities 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, any Judge or the affiliates of any such 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.
9. CONFIDENTIALITY
• During the Entry Period and for six (6) months thereafter, all entrants will maintain all information obtained from communications with the Judges (“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 the Judges are under no obligation to treat them as such. Entrants will not use Confidential Information except as necessary to submit a Business Plan.
• 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.
10. GENERAL
• Neither Sponsor nor salesforce.com nor any Judge 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 nor any Judge is responsible for injury or damage to any entrant's or any other computer resulting from downloading any materials in connection with the Challenge.
• If for any reason the Challenge is not capable of running as planned, including failure to reach the Entry Threshold, unforeseen changes in business conditions, 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 Challenge, Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Challenge. Sponsor further reserves the right to disqualify any individual found to be tampering with the entry process or the operation of the Challenge 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 laws of England and Wales. Any action, suit or case arising out of, or in connection with, the Challenge or these Official Rules must be brought in the exclusive jurisdiction of the courts of England.
11. PERSONAL INFORMATION
The personal information submitted by entrants will be shared between Sponsor, salesforce.com, any Judge 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 and at www.edenvenutes.co.uk.
12. WINNERS' LIST
The winners’ list will be available at http://www.salesforce.com and www.edenventures.co.uk
13. SPONSOR ADDRESS
The Sponsor is the promoter of the Challenge and the Sponsor’s address is Eden Ventures, 1 Widcombe Crescent, Bath.
