IVYARC PITCHATHON - TERMS AND CONDITIONS

Last Updated: 23rd June 2021

 

PLEASE READ THESE PITCHATHON TERMS AND CONDITIONS (“TERMS”) CAREFULLY, AS THEY APPLY TO YOUR APPLICATION AND PARTICIPATION IN IVYARC’s PITCHATHON EVENT (AS DEFINED BELOW). BY SUBMITTING YOUR APPLICATION (AS DEFINED BELOW), YOU ACCEPT THESE TERMS AND AGREE TO BE BOUND BY THEM.

 

IVYARC (“we”, “our”, and “us”) is a Software Development Institute aimed at empowering Africans by imparting them with core ICT skills that they can use to acquire a competitive edge in today’s digital world. We achieved this aim via a Software Development Training Course, a Career Placement program, and various planned ICT activities, such as planned Hackathons.

 

In the year 2021, we are organising an online Pitch Event that is called the IVYARC PITCHATHON, aimed at encouraging Africans to propose their product/service ideas (“Pitch”) that are aimed at fulfilling any one of the following three Sustainable Development Goals (“SDGs”) as proposed by the United Nations (“UN”):

1.            No Poverty (SDG-1) – Aimed at alleviating poverty in the world

2.            Quality Education (SDG 4) – Aimed at providing quality education, both locally and remotely, to people of all ages

3.            Decent Work and Economic Growth (SDG-8) - Aimed at ensuring that the economies of all nations of the world to be sustainable via promoting and sustaining good value employment opportunities for the people.

The participant whose idea is liked the most by our panel of judges (“Winner”) winning up to 1.2 million naira (NGN) worth of software development and business consultancy support on IVYARC’s part (“Prize”).

More info on SDGs can be found here: https://sdgs.un.org/goals.

 

1. Definitions

Capitalised terms used in these Terms shall have the following meanings:

 

"Participant"

means a person that has applied to participate in the Pitchathon event to potentially win the Prize;

 

“Application Phase”

means the process of using the Pitchathon’s applicating form (“Platform”) to submit their product/service pitch for a chance to win the Prize;

 

"Final Event"

means the two sessions of Pitch sessions that will involve the Judges reviewing the pitches of the Participants and identify whose idea is the most appealing and will receive the Prize, in which:

  1. the top 15-20 Participants shortlisted from the Application Phase shall go through a due diligence process as required by the IVYARC; and
  2. the same 15-20 shortlisted Participants shall have a final live presentation of their Pitch to the Judges, and such Judges shall select the winner of the Prize;

 

"Prize"

means 1.2 million naira (NGN) worth of Software Development and Business Consultancy support that will be provided to the Winner by us;

 

"Judges"

means the individuals selected by us to consider the Pitches presented by the Participants, and who will determine which one of them shall win the Prize;

 

“Winner”

means the Participant whose Pitch is the most-liked and approved by the Judges that shall win the Prize;

 

"IP Rights"

means any trademarks, service marks, logos, trade names, corporate names, Internet domain names, patents, registered designs, copyrights, design rights, database rights, rights in designs, inventions, know-how, trade secrets or any similar right exercisable anywhere in the world, and all applications or rights to apply for the same (where such applications can be made), whether presently existing or created in the future, and whether registered or not, and all benefits, privileges, or rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;

 

"Pitchathon Event"

means the Africa-focused pitch event organised by us for a Participant’s Pitch standing a chance to win the event’s Prize;

 

"Pitchathon Content"

means any data, material or information, in any format whatsoever, including (without limitation) any marketing materials, adverts, promotional materials, posters, text, software, images, graphics, photos, videos, sound recordings, audio and video recordings, directories, databases or listings, that are in relation to the Pitchathon Event and were created by or on behalf of us, or which are made available on or through our website (https://ivyarc.com/) or any of its sub-domains;

 

"Third Party Materials"

means any materials, information and/or content (in any format whatsoever) provided, uploaded, transmitted, submitted or posted by or sourced from any third party;

 

"you" or "your"

means you, the person who is applying to the Pitchathon Event;

 

"Your Application"

means the application form submitted by you via the Platform, for participation in the Pitchathon Event as a Participant; and

 

"Your Content"

has the meaning given in Clause 8.

 

2. The Pitchathon Event

  1. The Pitchathon Event is organised and hosted by us. By submitting Your Application and/or participating in the Pitchathon Event, you agree to be bound by and accept these Terms. If you do not agree to these Terms, then you must not submit Your Application or participate in the Pitchathon Event.
  2. We shall specify the rules and procedure in relation to the Pitchathon Event and how they shall be conducted. The current rules and procedure as well as these Terms can be found on the Platform. The Fund has the right to amend, modify and/or supplement such rules and/or procedures at any time, in its sole discretion, with no liability to you. Any amendments and/or revised version of these Terms shall be posted on the Platform. Your continued participation in the Pitchathon Event and/or failure to withdraw Your Application after the amended rules and procedures and/or the amended Terms are posted on the Platform constitutes your acceptance of such amendments and/or revised Terms. If you do not agree to any amendments to the rules or procedures and/or these Terms, your sole remedy is to withdraw Your Application and to cease participating in the Pitchathon Event according to Clause 5.1.
  3. The Winner shall be entitled to receive the Prize, which shall be provided by us. You understand and agree that the exact amount of the Investment, and how the Prize will be provided by us.
  4. You understand and agree that IVYARC does not provide any guarantees, undertakings or warranties in relation to your chances of becoming the Winner.
  5. We shall have the absolute discretion to make any decisions in relation to the Pitchathon Event, and our decisions shall be final and binding.
  6. You acknowledge and agree that we, at our sole discretion shall have the right to record the Pitchathon Event (in any format), and broadcast, stream or transmit it in whatsoever manner (including, without limitation, as a live stream), as well as allow the public to attend, view, and/or watch any broadcast or recording of it, either for free or in return for compensation. You shall not have any right to edit, object to or request the takedown of, and shall not have any rights, title or interest in such recordings or broadcasts (in any format whatsoever), and all IP Rights in such recordings or broadcasts are owned by us as Pitchathon Content, according to Clause 10. You shall not be entitled to any part of the compensation received by us from the public, or any distribution, broadcasting or licensing revenue received by us.
  7. All costs and expenses incurred by you in relation to Your Application and/or your participation in the Pitchathon Event shall be borne solely by you.

 

3. Application

  1. You understand and agree that not all applications for participation as a Participant in the Pitchathon Event will be accepted by us or the Judges. We shall have the sole and final discretion in deciding whether to accept Your Application.
  2. You understand and agree that, when you sign up for the Pitchathon Contest, Your Application will be evaluated by more than one (1) Judge and automatically rolled over for multiple screenings and scorings whenever applicable. You also understand that any documents and information submitted could be updated before each submission deadline if necessary. If you wish to opt out of the Pitchathon Event, please contact us via the means stated in Clause 21.
  3. You acknowledge and agree that you can only participate in the Pitchathon Event as a Participant if:
  1. you have submitted Your Application with all the mandatory information completed, and Your Application is accepted by us and you are registered to participate in the Pitchathon Event;
  2. you have a desire to have Africa strongly benefit from your Pitch’s idea; and
  3. you are seeking development support to get your idea off the ground.
  1. If you wish to participate in the Pitchathon Event as a Participant, then you must submit Your Application via the Platform, and provide any supporting documents requested by us from time to time. Your Application must be submitted on or before the relevant application deadline stated on the Platform to be taken into account by us.
  2. We have the sole discretion to determine whether or not to accept or reject Your Application, for any reason whatsoever, with no liability to you.
  3. You represent and warrant that all information and materials submitted by you concerning Your Application and any supporting documents shall be complete, accurate and not misleading, and shall not infringe the rights of any third parties. Upon becoming aware that any information or materials provided by you to us are no longer complete, up-to-date or accurate, you shall promptly notify us in writing at info@ivyarc.com.

 

4. Cancellation By You

In the event of cancellation by you, written notification must be sent by email to info@ivyarc.com 48 hours before the time of the Pitchathon Event. In the event of any cancellation by you or us, the Disclaimers and these Terms, as applicable, will continue in full force and effect.

 

5. Event Program And Cancellation By Us

The Pitchathon Event is subject to change. We may change or cancel the Pitchathon Event at any time and may deny, limit or cancel a verification for the Pitchathon Event (including a confirmed verification) at any time with or without reason. Without prejudice to the foregoing, we shall not be liable to you in any way for any loss, damages, costs or expenses suffered or incurred (directly or indirectly) by you concerning the Pitchathon Event, or any changes to or cancellations of the Pitchathon Event (in whole or in part).

 

6. Code Of Conduct

You agree to behave in such a way as to create a safe, supportive environment while at the Pitchathon Event. You agree not to engage in disruptive speech or behaviour or otherwise negatively interfere with the Pitchathon Event or other individuals’ participation in the Pitchathon Event. You will comply with all applicable laws and regulations and agree not to engage in any form of harassment, offensive, discriminatory or threatening speech or behaviour, including relating to race, gender, sexual orientation, religion or disability. We may require participants engaging or threatening to engage in such behaviour to leave the Pitchathon Event immediately. If you witness such behaviour, please promptly contact our staff member so direct action can be taken.

Specifically, you agree that you shall:

  1. not contravene or infringe any third party’s rights;
  2. not engage in any activity that interferes with, disrupts or adversely affects the Pitchathon Event or other Participant' participation in the Pitchathon Event;
  3. not engage in any harassing, disruptive, offensive, abusive, threatening, indecent, defamatory, obscene, dishonest, discriminatory, immoral or menacing behaviour;
  4. not make any statements, comments or issue any materials that are derogatory, defamatory or adverse to the reputation of any member of IVYARC or the Pitchatjon Event;
  5. not copy, modify, reproduce, download, re-publish, sell, distribute or create derivative works from any Pitchathon Content (in whole or in part);
  6. not install, upload or transmit (or allow the installation, uploading or transmission of) any viruses or instructions, codes, techniques or devices capable of disrupting, disabling, damaging, shutting down, monitoring or gaining unauthorised access to the Platform;
  7. not take any action or allow any third party to take any action that would enable you, or any third party, to gain unauthorised access to, monitor or to tamper with or use any computer systems or networks of the Fund or any third parties; and
  8. use the Platform and any Pitchathon Content only for purposes that are expressly permitted by these Terms.

 

7. Information About You

All information provided is collected, processed, and used according to the methods stated in our Privacy Policy document, accessible via our website.

 

8. License To Use Items

In consideration of the opportunity to participate in the Pitchathon Event, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable license to use, copy, reproduce, process, adapt, publish, create derivative works from, incorporate into any Pitchathon Content, translate, transmit and disseminate the following ("Your Content"):

 

  1. any data, material, information, trademarks, trade names or logos, provided, uploaded, submitted or presented by you (in any format whatsoever) to us, or via the Platform or any social media Platform concerning the Pitchathon Event, and or otherwise in connection with or during the Pitchathon Event; and
  2. any photographs, images, videos, audio and/or sound recordings, that we make, create, live stream, broadcast or record of you, your employees and/or representatives in connection with the Pitchathon Event,
  3. in any form, media or technology whatsoever, to administer, organise, providing, hosting, fulfilling, promoting, marketing, advertising and/or showcasing the Pitchathon Event, and as otherwise permitted under these Terms.
  4. You warrant and undertake that you have all the rights, power and authority necessary to grant the license described in this Clause. You agree that you are responsible for protecting and enforcing your IP Rights and we have no obligation to do so on your behalf.
  5. We reserve the right (but shall have no obligation) to remove, pre-screen, review, flag, filter, modify or refuse any of Your Content, at its sole discretion.

 

9. Confidentiality

  1. You understand and agree that Your Content is not confidential and may be disseminated and disclosed by us according to Clause 8.(i), and may become known to the public (including, without limitation, when members of the public attend the Pitchathon Event(s) or view any promotional or marketing materials).
  2. We shall not be responsible for and assume no liability to you to maintain the confidentiality of any of Your Content. It is your obligation to ensure that no proprietary or confidential information or materials are provided to us, as this will be subject to Clause

 

10. IVYARC's IP Rights

  1. You acknowledge and agree that as between you and us, all rights, title, interest and IP Rights concerning the Pitchathon Event, the Pitchathon Content and the Platform are owned by the Fund or its third-party licensors.
  2. You have no rights, title or interest concerning the Pitchathon Event, the Platform or the Pitchathon Content (excluding Your Content).
  3. You shall not use any trademark, service mark, trade name, logo or any other IP Rights of any member of IVYARC, and nothing in these Terms shall be construed as granting you any rights to such trademarks, service marks, trade names, logos or IP Rights. You shall not use any trademark, service mark, trade name, logo, image or content of any third party without that third party's prior authorisation. You shall not use any trademark, service mark, trade name, logo, image or content in a way that is likely or intended to confuse the owner or authorized user of such marks, names, logos, images or content.

 

11. Third Party Materials

  1. You acknowledge and agree that we shall not be obligated to (but reserve the right at our sole discretion to) actively monitor or exercise any control whatsoever over any Third-Party Materials. We do not endorse, verify or otherwise certify any Third Party Material, including any that may be incorporated in the Pitchathon Content.
  2. The Platform may include hyperlinks to other websites, content or resources, which are hosted, offered or provided by third parties unrelated to us. You understand and agree that:
  1. we have no control over, does not monitor and does not endorse such third party websites, content, or resources; and
  2. we make no guarantee or warranty and is not responsible for any such external websites, content or resources (or any products, goods or services promoted, referred to or offered on such external sites or resources).

 

12. Assumption of Risk

You acknowledge and agree that your attendance and participation in the Pitchathon Event are voluntary and at your sole risk, and we disclaim any and all liability concerning your attendance and participation in the Pitchathon Event, to the fullest extent permitted by applicable law.

 

13. Disclaimers

  1. The Pitchathon Content is for your general reference only, and are not intended to amount to any advice on which you should rely.
  2. YOUR PARTICIPATION IN THE PITCHATHON EVENT AND YOUR USE OF THE PITCHATHON CONTENT, AND THE PLATFORM, ARE AT YOUR SOLE RISK AND SUCH IS PROVIDED “AS IS” AND “AS AVAILABLE” BASIS.
  3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FUND EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND IN RESPECT OF THE PITCHATHON EVENT, THE PLATFORM AND ANY PITCHATHON CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, COMPLETENESS AND ACCURACY.
  4. WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSE 13.(iii) ABOVE, WE MAKE NO REPRESENTATIONS OR WARRANTIES:
  1. AS TO THE ACCURACY, QUALITY, COMPLETENESS, CURRENTNESS, ADEQUACY, RELIABILITY OR VALIDITY OF THE PITCHATHON CONTENT;
  2. THAT THE PITCHATHON CONTENT, THE PLATFORM, OR THE PITCHATHON EVENT WILL MEET YOUR REQUIREMENTS, OR ARE FREE OF DEFECT, ERROR, OMISSION OR VIRUS;
  3. THAT YOUR USE OF THE PLATFORM OR THE PITCHATHON CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR
  4. THAT DEFECTS, DEFICIENCIES OR ERRORS IN THE PLATFORM, THE PITCHATHON CONTENT OR THE PITCHATHON EVENT WILL BE CORRECTED.

 

14. Liability

  1. Nothing in these Terms, shall exclude or restrict any warranty or liability for death or personal injury caused by the IVYARC's negligence, for fraud or fraudulent misrepresentation or that may not be lawfully excluded or limited by applicable law. Only the limitations and/or exclusions that are lawful under the applicable law will apply, and our liability will be limited to the maximum extent permitted by applicable law.
  2. WE SHALL NOT BE LIABLE TO YOU IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS, DAMAGES, COSTS OR EXPENSES WHATSOEVER (INCLUDING WHETHER GENERAL, SPECIAL, INDIRECT, DIRECT, NOMINAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL), INCLUDING LOSS OF PROFIT; LOSS OF REVENUE; LOSS OF TIME; LOSS OF ANTICIPATED SAVINGS; LOSS OF OPPORTUNITY; LOSS OR CORRUPTION OF DATA; LOSS OF USE; LOSS OF BUSINESS; WASTED EXPENDITURE; LOSS OF OR DAMAGE TO PHYSICAL PROPERTY; BUSINESS INTERRUPTION; LOSS OF OR DAMAGE TO GOODWILL, WHICH MAY ARISE CONCERNING THESE TERMS, THE PITCHATHON EVENT, THE PLATFORM, THE PITCHATHON CONTENT, WHETHER OR NOT WE WERE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS.
  3. WITHOUT PREJUDICE TO CLAUSE 13 OR THE GENERALITY OF CLAUSE 14.(ii), IVYARC SHALL NOT:
    1. BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES SUFFERED BY YOU (HOWEVER ARISING, INCLUDING (WITHOUT LIMITATION) AS A RESULT OF NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PITCHATHON EVENT, THE PLATFORM, THE PITCHATHON CONTENT; OR
    2. BE LIABLE FOR ANY CHANGES OR AMENDMENTS TO OR CANCELLATION OF THE PITCHATHON EVENT (IN WHOLE OR PART)
  4. WITHOUT PREJUDICE TO CLAUSE 14.(ii) AND CLAUSE 14.(iii), SOLELY TO THE EXTENT THAT ANY COURT OF COMPETENT JURISDICTION ISSUES A DECISION THAT CLAUSE 14.2 AND CLAUSE 14.3 ARE INVALID OR UNENFORCEABLE, THEN IVYARC’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PITCHATHON EVENT, THE PLATFORM OR THE PITCHATHON CONTENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED USD 100.

 

15. Governing Law

These Terms (including its interpretation and any disputes relating to it) shall be governed by the laws of Nigeria, and are subject to the non-exclusive jurisdiction of the courts of Nigeria.

 

16. Severability

If any of these Terms are held invalid, illegal or unenforceable by any court or tribunal of competent jurisdiction, it will be severed and the remaining terms will continue in full force and effect as if these Terms had been made without the invalid, illegal or unenforceable terms.

 

17. Entire Agreement

These Terms contain the entire agreement between you and IVYARC in respect of its subject matter.

 

18. Waiver

A failure or delay by IVYARC to exercise any right or to act upon a breach under these Terms will not be a waiver of that right or breach. Any waiver by us of any of its rights or a breach of these Terms must be in writing, and such waiver is limited to the particular right or breach stated therein.

 

19. Assignment

You may not transfer any of your rights or obligations under these Terms without the prior written consent of IVYARC. We may transfer its rights or obligations to any third party without your consent.

 

20. Changes To These Terms

We may revise these from time to time to reflect changes in our Services or Pitchathon Events, following customer feedback or for any other purposes. We encourage you to review these Terms periodically to be informed of any latest changes. Where we consider any changes to these Terms reasonably material, we will notify you before such changes becoming effective (via email or any other means). You agree that by participating in the Pitchathon Event, without or without notice from us, you consent to the changes to these Terms.

 

21. Contact Us

You may write to us at info@ivyarc.com for any privacy concerns and requests relating to these Terms, the Disclaimers, or our Platform and Services.