AWS Start-Up Challenge Official Rules 2011

Entrants, by participating, agree to be bound by the terms of these Official Rules, our Privacy Policy and by our and the judges’ decisions, which are final and binding on all matters pertaining to the Contest.

1. ELIGIBILITY. The 2011 Amazon Web Services (“AWS”) Start-Up Challenge (“Contest”) is open to: (a) individuals or sole proprietors who have reached the older of 18 years old or the age of majority in their jurisdiction of residence and have the full legal capacity to participate in this Contest at time of entry; or (b) privately held businesses that have not generated more than $10 million USD (approximately 6,909,656 EUR) in gross annual revenues and no more than $10 million USD (approximately 6,909,656 EUR) in outside funding. The Contest and these Official Rules are void in Quebec and where prohibited by law, and are subject to applicable laws. Our and YouNoodle, Inc.’s (“YouNoodle”) employees, parents, affiliates and subsidiaries, and participating advertising and promotion agencies and prize suppliers (and members of their immediate family (spouse, domestic partner, parent, child, sibling and their respective spouses, regardless of where they reside) or those living in their household, whether or not related) are not eligible. Entrants may not be a national or legal permanent resident of any of the following countries: Burma, Cuba, Iran, North Korea, Sudan or Syria. Entrants may not be members of any guild, union or other organization that may prohibit them from participating in this Contest and that would restrict, require due payment or otherwise have the right to oppose such entrant’s participation in this Contest. Prizes will be awarded in the name of the individual or business that entered. By the time of submission, entrants must have an AWS account (see https://aws-portal.amazon.com/gp/aws/developer/registration/index.html). Any individual submitting an entry on behalf of a business entity represents and warrants that he/she is authorized to submit an entry on behalf of such business entity. This Contest is a skill-based contest, and as such, the winners will not be selected randomly, but on the basis of objective judging criteria (as set forth below). PARTICIPATION EXPENSES WILL NOT BE REFUNDED.
   
   
2. HOW TO ENTER. The entry period begins at 7:00:00 A.M. Pacific Time (“PT”) on August 1, 2011 and ends at 11:59:59 P.M. (PT) on October 2, 2011 (“Entry Period”). To enter, log onto http://aws.amazon.com/startupchallenge (the “Contest Website”) during the Entry Period. You will be directed to complete the entry form appropriate for your region on the YouNoodle website at http://www.younoodle.com/groups/aws_2011 by following the instructions provided, and you must submit a description of your suggested product, Web site, software application/tool, service, or any other system that substantively uses Amazon CloudFront, Amazon Elastic Compute Cloud (EC2), Amazon Elastic MapReduce, Amazon Flexible Payments Service (FPS), Amazon Mechanical Turk, AWS Elastic Beanstalk, Amazon Relational Database Service (RDS), Amazon SimpleDB, Amazon Simple Notification Service (SNS), Amazon Simple Email Service (SES), Amazon Simple Queue Service (SQS), Amazon Simple Storage Service (S3), Amazon Virtual Private Cloud (VPC) (collectively, the “Paid Services”) (each description of a product, website, software application/tool, service or other system that uses these Paid Services will be called from now on in these Official Rules a “Business Proposition”). Each entry form and Business Proposition (collectively, the “Entry”) submitted must be in the English language and the original creation of the entrant. Entries that do not meet the requirements set forth in these Official Rules may be disqualified in our sole discretion. More than one Entry may be submitted by any entrant. However, no more than one Entry per entrant will be selected as a Regional Semi-Finalist (as defined below). Any Entry submitted by an entrant must be substantially different than any other Entry submitted by that entrant. Entrants are responsible for all costs associated with preparing and submitting their Entries, including applications, and building and testing prototypes. All Entries or Business Propositions that violate any intellectual property, local, state, provincial or federal laws or violate any entrant’s employer’s policies will be deemed ineligible. Entries must be received no later than 11:59:59 P.M. (PT) on October 2, 2011. You may edit your Entry(ies) up through 11:59:59 P.M. (PT) on October 2, 2011. YouNoodle’s servers and clock will be deemed the official clock for the Contest and the entrant’s proof of submission does not constitute proof of our receipt. Released Parties (as defined below) are not responsible for lost, misdirected, late, illegible, incomplete, inaccurate, delayed, garbled or unintelligible Entries. Entries will not be returned to the entrants.



3. JUDGING.
   
   First Round. All qualified Entries will be judged by a panel of qualified judges that we select (“Amazon Judging Panel”). The Amazon Judging Panel will select 5 regional semi-finalists from each of the following 3 regions: the Americas, Asia Pacific (including Japan), and EMEA (Europe, Middle East and Africa) (the “Regional Semi-Finalists”). The Amazon Judging Panel will judge the qualified Entries using the following judging criteria: (a) implementation and integration of the Paid Services; (b) originality and creativity; (c) likelihood of long-term success and scalability; and (d) effectiveness in addressing a need in the marketplace (the “Judging Criteria”). We reserve the right to select fewer than 5 Regional Semi-Finalists from any of the 3 regions (the Americas, Asia Pacific (including Japan), and EMEA (Europe, Middle East and Africa)) or not award all prizes if, in our sole discretion, we do not receive a minimum of 5 eligible and qualified Entries from such region. In mid-October 2011, the potential Regional Semi-Finalists will be notified by e-mail or phone. In order to proceed to the Second Round, each potential Regional Semi-Finalist must notify us of his/her willingness to proceed to the Second Round within 2 business days of notification and satisfy other eligibility requirements described in these Official Rules. If a potential Regional Semi-Finalist does not timely satisfy all requirements set forth in these Official Rules, as determined by us in our sole discretion, a runner-up may be notified. The Regional Semi-Finalists names will be announced on the Contest Website.
   
   Second Round. In mid-October 2011, the Amazon Judging Panel will review and judge the Regional Semi-Finalists’ Entries using the Judging Criteria. The Amazon Judging Panel will then select a minimum of 6 finalists (the “Finalists”). The exact number of Finalists selected will be at the Amazon Judging Panel’s discretion. The Finalists will be notified by e-mail or phone. In order to proceed to the Final Round, each potential Finalist must notify us of his/her willingness to proceed to the Final Round within 2 business days of notification and satisfy other eligibility requirements described in these Official Rules. If a potential Finalist does not timely satisfy all requirements set forth in these Official Rules, as determined by us in our sole discretion, a runner-up may be notified.
   
   Final Round. The final round will take place in early November 2011 in Palo Alto, California, the exact date and location to be determined by us at a later date. Each Finalist must be present in person at the Final Round and must prepare, at his/her expense, a 30-minute presentation and demo of his/her Business Proposition. The presentation and demo must be in English and will be presented to the Amazon Judging Panel. Each presentation and demo will be followed by up to 30 minutes of Q&A by the Amazon Judging Panel. The Finalists’ Entries will be judged on the Judging Criteria. Following the presentations and demos, the Finalists will each present a short pitch (up to 10 minutes) of their Business Propositions to a panel of venture capitalists who may then ask questions. Following the short pitch sessions, the venture capitalists will make their recommendations to the Amazon Judging Panel. The Amazon Judging Panel will then meet privately to conduct a final review of the Finalists’ Entries and the recommendations of the venture capitalists using the Judging Criteria. After the private Final Round Judging sessions, the Finalists will give a presentation and demo to an audience of start-ups, entrepreneurs, venture capitalists, and community members. These presentations will be streamed live over the Contest Website. After the Finalist presentations, a representative from the Amazon Judging Panel will announce the Grand Prize winner. Finalists must be present at the Final Round to be eligible to win the Grand Prize.
   
   Tie Breakers. In the event there are two or more identical and equally qualified Entries, as determined by us in our sole discretion, only the first one to be submitted will be considered. In the event of a tie in any round, an additional tie-breaking judge selected by us will determine the Regional Semi-Finalist(s), Finalist(s) or winner, as applicable, using the Judging Criteria. All decisions of the Amazon Judging Panel and any tie-breaking judge are final and binding. For the purpose of these Official Rules, the Grand Prize winner, the Finalists and the Regional Semi-Finalists may also be referred to in these Official Rules as “winners”.



4. ENTRANT’S PERSONAL INFORMATION. Each Entry submitted in this Contest will be submitted directly to YouNoodle. YouNoodle’s servers are located in the United States. By participating in this Contest, entrants are authorizing the transfer of personal data to the United States for purposes of administering the Contest, conducting publicity about the Contest and such additional purposes consistent with our goals or the Contest goals. By entering the Contest, entrants consent to our and YouNoodle’s collection, and our use and disclosure of entrants’ personal information for these purposes. The data controller is Amazon Web Services LLC, 410 Terry Avenue North, Seattle, Washington, 98109. For a copy of our Privacy Notice, visit www.amazon.com/privacy.



5. ENTRANT REPRESENTATION AND WARRANTIES. By entering, each entrant represents and warrants that (a) if the entrant is a business, it is privately held and has not generated more than $10 million USD (approximately 6,909,656 EUR) in gross annual revenues; (b) it has not obtained more than $10 million USD (approximately 6,909,656 EUR) in outside funding; and (c) the Business Proposition entered is original and was created solely by the entrant and will not violate the rights of any third party or law, code, regulation or ordinance.



6. ENTRY CREDITS. All eligible entrants who submit a qualified Entry will receive a credit of $25 USD (approximately 17 EUR) to be used toward Paid Services from AWS (does not include Amazon FPS). Individual credit codes valued at $25 USD (approximately 17 EUR) will be emailed to such entrants following the announcement of the Grand Prize winner.



7. PRIZES.
   

   a. One Grand Prize, will be awarded to the Grand Prize winner, consisting of:

   • $50,000 USD (approximately 34,548 EUR) in credit from AWS for Paid Services (other than Amazon FPS) to be used within 3 years from the date of award (approximate retail value (“ARV”) $50,000 USD; approximately 34,548 EUR);
   • $50,000 USD (approximately 34,548 EUR) in cash,
   • 4 one-hour mentoring sessions from an AWS Technical Expert (ARV $500 USD; approximately 345 EUR) to be used within 1 year from the date of award;
   • AWS Premium Support Gold for 1 year; and
   • Inclusion in an AWS press release about the Contest.

   b. A First Prize, will be awarded to each of the Finalists, each consisting of:

   • $10,000 USD (approximately 6,909 EUR) in credit from AWS for Paid Services (other than Amazon FPS) to be used within 3 years from the date of award (ARV $10,000 USD each; approximately 6,909 EUR); and
   • A trip for 1 person to attend the Final Round, leaving from the major airport nearest to each Finalist’s home (as determined by us in our sole discretion) (ARV $2,000 USD; approximately 1,381 EUR). The trip includes (1) round trip, coach class, air transportation for 1 person, (2) two nights standard hotel accommodations for 1 person (1 room, single occupancy), and (3) attendance at the final event and award ceremony. At our discretion, we may substitute surface transportation for air travel for any Finalist who lives near the destination (as determined by us). All costs and expenses associated with prize acceptance and use not specifically mentioned, including, but not limited to, ground transportation/transfers, additional food and beverages, luggage fees, gratuities and taxes, are the sole responsibility of each Finalist. Each Finalist must be available to travel on the dates specified by us, or the Finalist may forfeit his/her place as a Finalist. Selected airline and hotel are at our sole discretion. Each Finalist must possess and be responsible for obtaining required travel documents (e.g. valid photo I.D., passport or visa (as applicable)) prior to departure. Once the travel schedule has been arranged, it cannot be altered unless approved in writing by us, and failure of any Finalist to follow such schedule will not obligate us in any way to provide the Finalist with alternate arrangements. Total ARV of each First Prize is $12,000 USD (approximately 8,291 EUR). The actual value will depend on each Finalist’s city of departure. If the actual value is less than the ARV, the difference will not be awarded. For a trip awarded in the name of a business, an authorized representative of the business must authorize entrant to take the trip.

   c. A Second Prize, will be awarded to each of the Regional Semi-Finalists, each consisting of a $2,500 USD (approximately 1,727 EUR) in credit from AWS for Paid Services (other than Amazon FPS) to be used within 3 years from the date of award (ARV $2,500 USD each; approximately 1,727 EUR).

   d. General Prize Conditions: Prizes (excluding the trip to the Final Round) will be delivered up to 90 days after the winners are announced. Credit prizes from AWS for Paid Services are not cumulative; each winner will be awarded no more than 1 credit from AWS for Paid Services. For example, an entrant who, after all rounds of judging are completed, is selected as a Finalist will only receive 1 credit from AWS for Paid Services with a value of $10,000 (approximately 6,909 EUR), and will not receive a Regional Semi-Finalist AWS credit prize of $2,500 USD (approximately 1,727 EUR) from AWS for Paid Services or the entry credit of $25 USD (approximately 17 EUR) from AWS for Paid Services. All credits awarded as prizes in the Contest must be applied to future use of the applicable Paid Services by the winners. Any unused portion of the credits will expire 3 years after the date of award. Credits are non-transferable and may not be redeemed for cash or applied to any other account. The mentoring sessions awarded as part of the Grand Prize must be used by January 1, 2014. ALL TAXES ASSOCIATED WITH ANY PRIZE ACCEPTANCE ARE THE SOLE RESPONSIBILITY OF THE WINNERS. All credits utilized and all other prizes awarded will be inclusive of any taxes AWS is required by law to withhold as well as applicable sales, use, gross receipts, goods and service, or similar transaction based taxes (“Transaction Taxes”). To the extent that any Paid Services are subject to Transaction Taxes, the value of the Paid Services and the Transaction Taxes will be deducted from the credits. All other taxes, costs and expenses associated with acceptance and use of any prize not specified in these Official Rules as being provided are the sole responsibility of the winners. IF TAXES ARE APPLICABLE TO THE PRIZE(S), IT IS THE RESPONSIBILITY OF THE WINNER TO PAY TO THE APPROPRIATE AUTHORITIES. We reserve the right to substitute a prize (or portion thereof) for an item of comparable or greater value, at our sole discretion. Prizes are awarded without warranty of any kind from us, express or implied, without limitation. PAYMENTS TO CONTEST WINNERS ARE SUBJECT TO THE EXPRESS REQUIREMENT THAT THE WINNER SUBMIT TO AWS ALL DOCUMENTATION REQUESTED BY AWS TO PERMIT COMPLIANCE WITH ALL APPLICABLE STATE, FEDERAL, LOCAL AND FOREIGN (INCLUDING PROVINCIAL) TAX REPORTING AND WITHHOLDING REQUIREMENTS. Contest winners are responsible for ensuring that the tax documentation submitted to AWS complies with all applicable tax laws and requirements. If a winner fails to provide the documentation or submits incomplete documentation, the prize may be forfeited and we may, in our sole discretion, select an alternate winner.




8. ADDITIONAL CONDITIONS OF PARTICIPATION FOR ENTRANTS AND FINALISTS. The Amazon Judging Panel may request additional information from the entrants as may be necessary to judge the Business Propositions, and the entrants must respond to any requests for additional information within 2 business days from the time the request is made. Regional Semi-Finalists, Finalists and winners from any round of this Contest may forfeit prizes or opportunities to proceed in Contest if (1) we are unable to contact him/her within 2 business days of first attempted notification, or (2) the entrant fails to respond as required within 2 business days of the date of notification. Potential Regional Semi-Finalists and Finalists (or, if a potential Regional Semi-Finalist or Finalist is not an authorized representative of the business, an authorized representative of the business) will be required to sign and return an Affidavit of Eligibility, a Liability/Publicity Release, and provide any additional tax filing information (such as a W-9, social security number or Federal tax ID number) within 5 calendar days following the date of first attempted notification. The Affidavit of Eligibility will certify, among other things, the following: (a) if the entrant is a business, it is privately held and has not generated more than $10 million USD (approximately 6,909,656 EUR) in gross annual revenues; (b) it has not obtained more than $10 million USD (approximately 6,909,656EUR) in outside funding; and (c) the Business Proposition entered is original and was created solely by the entrant and will not violate the rights of any third party or law, rules, regulation or ordinance. Failure to comply with these deadlines or with these Official Rules may result in forfeiture of place as a Regional Semi-Finalist, Finalist or winner.



9. RIGHT OF PUBLICITY. By submitting an Entry, each entrant agrees to the publishing of his/her name, business logo, city/state/province/country on the Contest Website and inclusion in a press release and other media coverage if he/she is selected as a winner. Acceptance of prizes by winners constitutes permission for us and our affiliates, agencies and designees to use winners’ names or likenesses, city/state/province/country and company names’, trademarks and logos for advertising and promotional purposes relating to the Contest in any and all media now or hereafter devised, worldwide in perpetuity (or to the maximum extent permissible under applicable law), without additional compensation, notification or permission, unless prohibited by law.



10. LIMITATION OF LIABILITY. By participating in the Contest, each entrant will not hold us or YouNoodle, our or YouNoodle’s parents, affiliates and subsidiaries, and advertising and promotion agencies, and all of their respective directors, officers, employees and assigns (collectively, “Released Parties”) responsible for any injury or damage caused or claimed to be caused by the entrant’s participation in the Contest or acceptance and use of any prize (including any travel or activity-related to the prize or the Contest). Nothing in these Rules will limit the Released Parties' liability for death or personal injury caused by that party's negligence or fraudulent misrepresentation. Released Parties are also not responsible for any unauthorized third party use or dispute with respect to the Submission Materials (as defined below).



11. TREATMENT OF BUSINESS PROPOSITIONS. By participating in the Contest, each entrant warrants that it has the authority as sole owner of its Business Proposition to provide it to us, and that its Business Proposition and any other materials or information provided by it in connection with the Contest (collectively, “Submission Materials”) do not infringe or misappropriate any intellectual or other property right of any other person or entity, including any patent or trade secret. Each entrant understands that his/her Submission Materials are non-confidential and may be made public, in whole or in part. By submitting an Entry, each entrant grants to us and our affiliates the irrevocable, royalty-free right to use all or a portion of the Submission Materials, along with the entrant’s name and company name, trademarks and logos, in any promotional materials produced by us or our affiliates. Further, we and our affiliates will have the right to otherwise use and disclose any Submission Materials in connection with the Contest. The foregoing grants shall be limited for a period of 2 years for all eligible Entries; for 5 years for Entries submitted by the Regional Semi-Finalists; and in perpetuity for Entries submitted by the Finalists (or to the maximum extent permissible under applicable law). The entrants, by these Official Rules, do not grant any other rights to us or our affiliates under existing or future copyrights or patents. The entrants should be guided by their own attorneys as to the desirability of seeking patents or other protection for their Business Propositions. Each entrant acknowledges that we or our affiliates may currently or in the future be developing information internally, or receiving information from other parties, that is similar to Submission Materials (“Our Developed Materials”). Nothing in these Official Rules will be construed as a representation or agreement that we or our affiliates 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 Submission Materials. Each entrant agrees to waive any claims or action he/she has or may have in connection with Our Developed Materials.



12. LIMITATION OF TECHNICAL LIABILITY. Released Parties are not 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 us on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof. Released Parties are not responsible for injury or damage to any entrant’s or any other computer resulting from downloading any materials in connection with the Contest.



13. RIGHT TO TERMINATE CONTEST. We, in our sole discretion, reserve the right to terminate the Contest in the event it does not receive a minimum of 50 qualified Entries from separate eligible entrants. And, if for any reason the Contest is not capable of running as planned, including 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 Contest, we may, in our sole discretion, change these Official Rules or cancel, terminate, modify, or suspend the Contest. If terminated, we may select winners from all non-suspect, eligible entries received as of the termination date using the judging procedure outlined above. We may disqualify any individual found to be tampering with the entry process or the operation of the Contest or website; to be acting in violation of these Official Rules; or be acting in an unsportsmanlike or disruptive manner or with intent to annoy, abuse, threaten, or harass any other person and void all associated entries.



14. CHOICE OF LAW. This promotion is governed by U.S. law and is subject to all applicable federal, state, and local laws. Any and all legal actions or claims arising in connection with this promotion must be brought in a court of competent jurisdiction in Washington.



15. WINNERS’ LIST. After the awards ceremony, log onto http://aws.amazon.com/startupchallenge for names of winners.



16. SPONSOR. The sponsor of this Contest is Amazon Web Services LLC (“we” or “us”), 410 Terry Avenue North, Seattle, Washington, 98109.