Pardon the legalese, but we need to make sure that all Terms & Conditions of the Natural Launchpad competition are spelled out.
Burt’s Bees 2016 Natural Launchpad
PROGRAM OBJECTIVE: As the leading Natural Health and Beauty Care business in the United States, Burt’s Bees prides itself on its entrepreneurial spirit and values. The Natural Launchpad, an annual entrepreneur competition, is a return to our entrepreneurial roots in our efforts to support entrepreneurs in the health and wellness space. Through the Program, Burt’s Bees will help promote creativity and entrepreneurship in the natural product space, and winning entrepreneurs gain: $10,000, one (1) full day of onsite professional mentoring, some ongoing mentoring, an engaged community of peers and a Natural Launchpad seal denoting they are a grant winner that they can put on their packaging, websites, social media and other marketing communications.
HOW TO SUBMIT: Applications can be submitted by an authorized representative of the Applicant (“Applicant Representative”) at http://burts.evergreenip.com (“Program Website”) between 8:00am Pacific Time on February 15, 2016 and 11:59pm Pacific Time on April 30, 2016 (“Application Period”). Product detailed in application must be a healthy lifestyle product inspired by nature that is driven by high standards for social and environmental responsibility (“Product”). Please be sure to review prior to submitting your application. Once an application has been submitted, it cannot be modified in any way. Applicant Representative represents and warrants that (i) he/she has the right to submit the application on behalf of Applicant, (ii) all information provided as part of the application is accurate, truthful and verifiable, and (iii) he/she has read, understands and agrees to these Terms on behalf of the Applicant, including, if selected as a Grant Recipient (as defined below), the grant of rights to Applicant Marks and the 60 Day Right of First Negotiation Option, both as described in the Grant section below. Applicant will retain all rights in and to Product, including, without limitation, all intellectual property rights; however, no information in the application should be confidential, proprietary, considered a trade secret or privileged by Applicant or any third party. Applicant Representative understands and agrees to be responsible for applying for any necessary intellectual property protections in connection with the application (including all details provided with respect to the Product), including, but not limited to, any patents. Applicant Representative acknowledges and agrees that Burt’s Bees is not responsible and will have no liability for any claims or actions associated with Applicant’s failure to do so. Applicants must declare potential conflicts of interest (e.g. investment by other natural product companies or presence on the management board of individuals who might have a conflict of interest). Applicant Representative understands and acknowledges that: i) Burt’s Bees has wide access to ideas, designs, protocols, methodologies and ideas for products, and that new ideas for products are constantly being submitted to it or being developed by their own employees; ii) many products may be competitive with, similar to, or identical to Applicant’s Product; iii) Applicant will not be entitled to any compensation as a result of Burt’s Bee’s introduction of any similar product that has or may come to Burt’s Bees from other sources or is developed by Burt’s Bees itself. Except where prohibited by law, Applicant Representative acknowledges and agrees that Burt’s Bees does not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of Applicant’s patent or other intellectual property right in and to the Product. Finally, Applicant Representative acknowledges that, with respect to any claim by Applicant relating to or arising out of any actual or alleged exploitation or use of the Product, the damage, if any, thereby caused to the Applicant will not be irreparable or otherwise sufficient to entitle Applicant to or other equitable relief or in any way enjoin, otherwise interfere with, delay, or interrupt the production, distribution, exhibition, or other exploitation of any production based on, or allegedly based on, the Product, and, to extent permitted by applicable law, Applicant’s rights and remedies in any such event shall be strictly limited to the right to recover out-of-pocket costs associated with participating in the Program, if any, in an action at law. Applicant acknowledges and agrees that submission of an Application to the Program is subject to the following non-exclusive, revocable, limited license that expires 12 months after Applicant’s submission to the Program: Applicant may use the Program Logo in social media and on its website to promote the Program itself, but Applicant shall not use the Burt’s Bees company name, trademarks, or the Program Logo 1) on Applicant’s products, 2) to promote the Applicant’s business or products, 3) in an embarrassing, disparaging or detrimental manner to Burt’s Bees, or 4) in a manner suggesting sponsorship, endorsement or affiliation with Burt’s Bees. Applicant agrees to remove any and all uses of the Program Logo within 12 months from its Application submission and/or immediately upon request by Burt’s Bees.
GRANT DETERMINATION: All applications will be reviewed by Evergreen with a select number of applications being presented to representatives of Burt’s Bees who will determine which application(s) in Burt’s Bees’ sole and absolute discretion, if any, best fit with the Program Objective, innovative and commercial appeal, as well as its potential to expand the Burt’s Bees brand into new natural product categories. Burt’s Bees reserves the right to not award any Grants, if in its sole discretion, it does not receive any qualified applications. Burt’s Bees may award multiple Grants, in its sole discretion. Decisions of Burt’s Bees are final and binding on all matters relating to this Program. No details of the deliberations on individual applications will be revealed to Applicants or the public.
GRANT RECIPIENT NOTIFICATION: The Applicant Representative(s) of potential Grant recipient(s) (each, a “Recipient Representative” and “Recipient”) will be notified by email and/or telephone and will have seventy-two (72) hours to respond to notification. The Recipient Representative of a potential Recipient will be required to execute and return a Grant Acceptance Agreement within seven (7) days of date of issuance. If all required documents are not returned within the specified time period, a notification is returned as undeliverable, or potential Recipient is not in compliance with these Terms or refuses to agree to the terms of the Grant Acceptance Agreement, he/she may be disqualified. Recipients are not permitted to release any publicity or other materials on their own or through someone else regarding the Grant award until it receives consent from Burt’s Bees to do so, which Burt’s Bees may withhold in its sole discretion.
GRANT [UP TO TEN]: $10,000 awarded as a check made payable to the Recipient which Recipient may use to further develop and/or market the Product. Recipient is responsible for all federal, state and local taxes associated with acceptance of Grant. Grant cannot be transferred or assigned. In addition to the Grant, Recipient will receive one (1) day of mentorship at the Burt’s Bees offices (exact details to be determined by Burt’s Bees), access to a Recipient portal and the right to include the Natural Launchpad logo on the Product packaging and in materials advertising and promoting the Product, subject to the License. Limit one (1) Grant per Recipient for the entire Program. Recipient’s Grant does not convey any ownership interest in Recipient to Burt’s Bees, other than the right of first negotiation set forth below. Any and all uses of the Burt’s Bees company name, trademarks and/or the Program Logo shall be governed by a separate license agreement fully executed between Grantee and Burt’s Bees.
By accepting Grant, as part of the Grant Acceptance Agreement:
Use of Recipient Marks: Recipient grants to Burt’s Bees and its designees, successors, licensees and assigns a nonexclusive license to use the Recipient’s name, trademarks, logos as well as the Product name and images of the Product packaging (“Recipient Marks”), in any manner, in any and all media, now known or hereafter devised, for two (2) years from Grant award, worldwide, for advertising, promotional, commercial and other purposes, without further compensation, notification or permission.
Semi-Annual Reporting: Recipient agrees to provide a semi-annual report on the Product to Burt’s Bees by answering questions and/or completing a form provided by Burt’s Bees in a timely manner for up to two (2) years from Grant award.
60 Day Right of First Negotiation Option: If, at any time within the two (2) year period following the date the Grant is awarded, the Recipient wishes to (i) accept investment, (ii) sell the Product and/or (iii) sell the Recipient’s business or all or substantially all of the Recipient’s assets, then Recipient agrees to grant Burt’s Bees a sixty (60) day right of first negotiation to make such investment or acquisition (the “First Negotiation Period”). During the First Negotiation Period, the Recipient shall not solicit, initiate discussions, engage in or encourage discussions or negotiations with, or enter into any agreement with third parties in connection with any investment or sale. The parties shall negotiate exclusively and in good faith to reach an agreement during the First Negotiation Period. If Burt’s Bees and Recipient are unable to come to an agreement prior to the expiration of the First Negotiation Period, then the Recipient may entertain other third party investors and/or buyers.
RELEASE OF LIABILITY: By participating, Applicant Representative, on behalf of Applicant, agrees to release, indemnify, discharge and hold harmless Burt’s Bees, its parents, affiliates, subsidiaries, and advertising and promotion agencies, and the respective officers, directors, shareholders, employees, agents and representatives of the forgoing (collectively, “Released Parties”) from any and all injuries, liability, losses and damages of any 4 kind to persons, including death, or property resulting, in whole or in part, directly or indirectly, from applicant’s participation in the Program or any Program-related activity, ideas, applications, the acceptance, possession, use or misuse of a Grant and/or Burt’s Bees’ use of the rights granted herein.
GENERAL CONDITIONS: Applications generated by script, macro or other automated means or by any means which subvert or tamper with the submission process are void. Released Parties are not responsible for lost, late, incomplete, damaged, inaccurate, stolen, delayed, misdirected, undelivered, or garbled applications, email, or mail; or for lost, interrupted or unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures or difficulties, or other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with the Program, including, without limitation, errors or difficulties which may occur in connection with the administration of the Program, the processing or review of applications, the announcement of the Grant or Recipient(s) or in any Program-related materials. Released Parties are also not responsible for any incorrect or inaccurate information, whether caused by site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Program. Released Parties are not responsible for injury or damage to any person’s computer related to or resulting from participating in this Program. Persons who tamper with or abuse any aspect of the Program, who act in an unsportsmanlike or disruptive manner or who are in violation of these Terms, as solely determined by Burt’s Bees, will be disqualified. Burt’s Bees reserves the right at its sole discretion to suspend, modify or terminate the Program. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE THE PROGRAM WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, Burt’s Bees RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
ARBITRATION: Except where prohibited by law, as a condition of participating in this Program, Applicant Representative agrees, on behalf of Applicant, that (1) any and all disputes and causes of action arising out of or connected with this Program, or any Grant awarded, shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration under the rules of the American Arbitration Association and held at the AAA regional office nearest the Applicant; (2) the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings at such arbitration; and (3) judgment upon such arbitration award may be entered in any court having jurisdiction. Under no circumstances will Applicant be permitted to obtain awards for, and Applicant hereby waives all rights to claim, punitive, incidental or consequential damages, or any other damages, including attorneys’ fees, other than Applicant’s actual out-ofpocket expenses (i.e., costs associated with participating in this Program), and Applicant further waives all rights to have damages multiplied or increased.
CHOICE OF LAW: All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms, or the rights and obligations of participant and Burt’s Bees in connection with the Program, shall be governed by, and construed in accordance with, the substantive laws of the State of California, USA.