This Quantum Startup Pitch Competition Participation Agreement (this “Agreement”) describes the terms and conditions related to the functioning of the 2023 Quantum Startup Pitch Competition (hereinafter the “Contest”) organized by Qubits Ventures (“Qubits Ventures”), that offers a platform to early-stage startups in the quantum computing industry. By participating in the Contest, the Participant agrees to be bound by this Agreement and confirms that it has fully read, understood and irrevocably accepts the terms and conditions of this Agreement.
Article 1 — Participation And Eligibility
By executing this agreement Participant agrees to participate in the Contest. Participant must promptly provide all information reasonably requested by Qubits, which may include a summary of its business, to be eligible to participate. Participant acknowledges that failure to provide such information promptly may result in losing its opportunity to participate in the Contest. To the extent Qubits Ventures or QC Ware Corp. “QC Ware” determine that Participant’s participation in the Contest may harm the reputation of Qubit, QC Ware or other Contest participants or Q2B, Qubits Ventures or QC Ware may cancel Participant’s participation in the Contest at any time. Qubits Ventures and Participant both acknowledge that QC Ware is an intended third-party beneficiary of this Agreement.
By participating, Participant agrees to accept the Qubit’s and/or Qubit’s partners’ decisions relating to the content and outcome of the Contest as final and binding. If the Participant uses fraudulent or misleading methods or otherwise attempts to circumvent contest rules, it may be removed from the Contest at the sole discretion of Qubit.
Article 2 — Contest Schedule and Structure
The Contest will be scheduled during Q2B 2023 Silicon Valley. Qubits Ventures shall determine the schedule and structure of the Contest, including, without limitation, the judges and judging criteria, in its sole discretion. The official language of the Contest is English.
Article 3 — Prizes
Contest prizes shall be awarded in accordance with the schedule and structure of the Contest published by Qubit, as interpreted, and which may be modified at any time, by Qubits Ventures in its sole discretion. In case a winner is disqualified for any reason, Qubits Ventures will grant the prize to an alternate participant as determined in its discretion. Participant agrees to comply with any and all local laws and regulations of their jurisdiction, including in connection with any prize. Any applicable taxes and delivery, convenience, bank charges and other fees incurred by the payment of a prize shall be borne entirely by the winning participant.
Article 4 — Intellectual Property and Publicity
Participant understands and agrees that Qubits Ventures and Qubit’s partners, including QC Ware, shall have the right, where permitted by law, to print, record, publish, broadcast, distribute, and use in any media now known or hereafter developed, in perpetuity and throughout the world, without limitation, the Participant’s entry, presentation, name, portrait, picture, voice, likeness, image, statements about the Contest, and biographical information for news, publicity, information, trade, advertising, public relations, and promotional purposes, solely in connection with the Contest, without any further compensation, notice, review, or consent.
Participant further agrees that all information provided by Participant in connection with the Contest may be used, without limitation, by any bona fide potential investor participating in the Contest (a “Potential Investor”) to evaluate a potential investment in Participant and that Qubits Ventures and QC Ware shall have no liability, whatsoever, to Participant in connection with sharing such information with a Potential Investor.
Participant represents and warrants that it has the unrestricted right to use all content provided or made available by Participant in connection with the Contest and that it shall obtain any third party consents and/or licenses required for Qubits Ventures or its partners to exercise their rights under this agreement. If Participant infringes upon the intellectual property right of another in connection with this Agreement, Participant may be disqualified from the Contest at the sole discretion of Qubit. Participant is fully responsible at all times for the protection of Participant’s intellectual property within the framework of participation in the Contest.
If content made available or provided by Participant is claimed to constitute an infringement of any proprietary or intellectual proprietary rights of any third party, Participant shall, at Participant’s sole expense, indemnify, defend, and hold harmless Qubits Ventures and Qubit’s partners from and against any suit, proceeding, claims, liabilities, loss, damage, costs or expenses arising out of such infringement or suspected infringement of any third party’s right.
In consideration of receiving a prize (if applicable), Participant grants Qubit, QC Ware and any Qubits Ventures partner that sponsors the Contest the right to communicate positively through any communication means, internally and/or externally, concerning the award of a prize to Participant during the one-year period after the Contest concludes, including, without limitation, by using Participant’s name, likeness and participation in the Contest.
Article 5 — Contest Cancellation
Qubits Ventures reserves the right (on its own and QC Ware’s behalf) to cancel, terminate, modify or suspend the Contest should fraud, a Force Majeure Event or other cause beyond Qubit’s or QC Ware’s control corrupt or affect the administration, security, fairness, or proper conduct of the Contest.
Article 6 — Limitation of Liability, Disclaimer of Warranties, Indemnification
Neither Qubits Ventures or Qubits Ventures’ partners, including QC Ware, nor any of their respective agents shall be liable to Participant under this Agreement in contract, tort (including negligence) or otherwise for any loss of profits (whether direct or indirect), revenue, goods, use, anticipated savings, goodwill, reputation or business opportunity or for any indirect, incidental special or consequential loss arising under the Agreement (whether or not reasonably foreseeable and even if it had been advised of the other incurring the same). Qubits Ventures, Qubits Ventures partners’ and their respective agents’ total liability in contract, tort (including negligence) or otherwise arising in connection with this Agreement shall be limited to US$10,000. Participant agrees and acknowledges that Qubits Ventures and QC Ware, nor any of their respective agents shall be liable to Participant for any reason in contract, tort (including negligence) or otherwise in connection with any discussions, interactions or business dealings between Participant and a Potential Investor. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THIS LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK NEGOTIATED AND AGREED TO BY THE PARTIES AND THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THIS LIMITATIONS OF LIABILITY.
EXCEPT FOR THE WARRANTIES SPECIFIED IN THIS AGREEMENT, QUBITS VENTURES DOES NOT MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING THE CONSUMMATION OF AN INVESTMENT BY A POTENTIAL INVESTOR, THE COMMERCIAL VIABILITY OF THE TERMS OF ANY SUCH INVESTMENT OR THE LIKELIHOOD OF WINNING ANY PRIZE, AND QUBITS VENTURES HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
If there is any claim or third-party action arising out of Participant’s interactions and/or business dealings with a Potential Investor, including, without limitation, any claim or third-party action where Qubits Ventures is subject to discovery requests as a third party, Participant shall, at Participant’s sole expense, indemnify, defend, and hold harmless Qubits Ventures and Qubits Ventures’ partners (excluding the Potential Investor involved in the claim or third-party action) from and against any suit, proceeding, claims, liabilities, loss, damage, costs or expenses arising out of such claim or third-party action.
Article 7 — Miscellaneous
Qubits Ventures may, at its sole discretion, assign any of its rights and/or delegate its duties to any third party at any time. Participant may not assign its rights or delegate its duties, and any assignment or delegation by Participant without the previous written consent of Qubits Ventures shall be null and void.
This Agreement shall be governed by and construed in accordance with the laws of the State of California regardless of conflict of laws principles. In the event of any dispute arising under this agreement, the parties hereby agree that jurisdiction for any claim or dispute arising from or related to this Agreement resides in the federal and state courts situated in Santa Clara County, California.
Qubits Ventures shall not be liable for any loss or damage arising from any event beyond its reasonable control, including but not limited to flood, extraordinary weather conditions, pandemic, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, actions of government, communications, power failure, or equipment or software malfunction or any other cause beyond its reasonable control (each, a “Force Majeure Event”).