{Terms and Conditions of Participation}

{Terms and Conditions of Participation}

SEEDS OF CHANGE™ ACCELERATOR

The SEEDS of CHANGE™ Accelerator Program (the “Program”) is designed to help early stage food-focused companies fast-track growth and live their purpose to build a healthier and more sustainable future. By submitting a Program application and participating in the Program, you agree to be bound by these Terms and Conditions (“Terms”) and by the decisions of Mars Australia Pty Ltd (ACN 008 454 313) (“Mars”), which are final and binding in all matters relating to the Program. If you do not agree, please do not participate in the Program.

Application Details: To have your organisation considered for this Program, you must (i) be an early-stage private for-profit organisation, private non-profit organisation, or public non-profit organisation; (ii) be based in Australia and with a principal place of business in Australia; (iii) have held an ACN for greater than one year, and (iv) submit a Program application from the website www.socaccelerator.com. As part of the application, you will be required to answer a series of short essay questions and have the option to provide a short pitch deck. Incomplete applications will not be considered.

By submitting an application, you represent and warrant that the materials submitted are your own original work and that the application materials do not violate any law, regulation or any right of any third-party, including but not limited to rights of copyright, trademark, publicity and/or privacy.

Deadline: Applications must be received no later than July 19, 2019 to be eligible.

Selection of Winners: Mars will evaluate all eligible applications and select up to 10 organisations (each a finalist) to participate in a pitch competition to be held in Sydney Australia on August 8, 2019. Winners will be invited to participate in the Program.

All decisions related to Winner selection, including the number of Winners, are within the sole and absolute discretion of Mars. Winners will be selected based on factors deemed relevant in Mars’ sole discretion, which may include, among other factors:

  1. Advances the Program Goals – How the organisation advances and reflects the program goals;
  2. Pitch Deck – The quality and strength of the organisation’s pitch deck;
  3. Impact and Vision – Whether the application demonstrates a need for funding and a strong business plan that will maximize the impact of the grant; and
  4. Leadership – Strength of the leadership team and ability to execute the organisation’s long-term objectives.

It is a condition of selection that you enter into a subsequent agreement with Mars regarding your participation in the Program.

Confidentiality: You and Mars each agree that information disclosed or created under these Terms that is not generally known to the public will not be disclosed or used other than for Program-related activities, as required by law, or as otherwise agreed by the parties.

Notwithstanding the foregoing, Mars shall have the right to disclose such information to third party service providers only to the extent reasonably necessary to administer the Program.

Access to Grant Funding: Winners will be eligible to receive up to $40,000 (AUD) in grant funding to be used to help accelerate their business plan.

If a potential grant recipient declines or forfeits the grant, or is determined by Mars to be ineligible or non-compliant under these Terms, an alternate potential grant recipient may be selected. All details related to the SEEDS of CHANGE™ Accelerator shall be within the sole discretion of Mars.

Grants must be used for the benefit of the grant recipient’s business which was the subject of the pitch competition. Grants are not transferable and may not be substituted. Grant recipients are solely responsible for any federal, state, and/or local taxes resulting from grants. Improper use of grants, as determined by Mars in its sole discretion, may result in a breach of contract and Mars may request a return of the funds awarded. Grant recipients may be required to submit documentation or other proof in response to a request on behalf of Mars to confirm appropriate use of the funds.

No Obligation: Except for the possible reimbursement and grant payments described in these Terms, Mars will have no further obligations to you under these Terms or resulting from your participation in the Program.

Publicity: Except where prohibited by law, by accepting a grant, the recipient organisation consents to permitting Mars, SEEDS of CHANGE™, and their respective affiliates, parent company and/or subsidiaries, to use the grant recipient organisation’s and members’ names, and members’ likenesses, photographs, and statements (whether oral or written) for advertising and publicity purposes in any and all media worldwide (including award recipients list) without additional compensation or notification.

Limitation of Liability: By participating, participants release Mars, SEEDS of CHANGE™ and their respective affiliates, parent, and subsidiary companies, and their respective employees, agents and officers, judges, advertising and promotion agencies, as well as all individuals and entities associated with the development and execution of the Program (collectively, the “Released Parties”), from and against any and all liability for any loss, harm, damages, cost or expense arising out of participation in the Program, or participating in any Program-related activity or the acceptance, use or misuse of any grant, including without limitation costs, injuries, losses and damages related to personal injuries, death, damage to, loss or destruction of property, rights of publicity or privacy, defamation, or portrayal in a false light, or from any and all claims of third parties arising there from, and with respect to or in any way arising from the Program, the grants, or in any activities related to the Program and/or the grants.

Mars reserves the right, in its sole discretion, to disqualify any organisation or participant, at any time during the Program, that engages in conduct that is obnoxious, threatening, or illegal, or that could undermine the legitimate operation of the Program.

Dispute Resolution and Governing Law: Except where prohibited, all applicants and grant recipients agree that in the event of any controversy, claim, action, or dispute arising out of or related to this Program, any related award, or the breach, enforcement, interpretation, or validity of these Terms or any part of it (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute.

Notice shall be sent:

(1) to Mars or SEEDS of CHANGE™ at: Mars Australia Pty Ltd, 4 Corella Close, Berkeley Vale, NSW, 2261

(2) to you at: the contact information on file with Mars.

Both you and Mars agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.

IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

Other rights that you and we would have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such Disputes shall be exclusively submitted to the Institute of Arbitrators and Mediators Australia for binding arbitration under its rules then in effect, before one arbitrator to be mutually agreed upon by both parties.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of this Program or these Terms is void or voidable.

All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms, or the rights and obligations of the applicant, Mars and SEEDS of CHANGE™ in connection with the Program, shall be governed by, and construed in accordance with, the laws of the State of New South Wales, Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and their courts of appeal.