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BY PARTICIPATING IN THE ARROW CERTIFICATION PROGRAM (THE “PROGRAM”), SPONSORED BY ARROW ELECTRONICS, INC. (THE “SPONSOR”), PARTICIPANTS AGREE TO BE UNCONDITIONALLY BOUND BY THESE TERMS AND CONDITIONS.

These terms and conditions govern this certification program (“Program”) sponsored and administered by Arrow Electronics, Inc. (“Arrow”), 9201 E. Dry Creek Rd., Centennial, CO 80112. By applying to this Program, the participant (“Participant”) agrees to be bound by these Terms and Conditions and all applicable federal, state and local laws (collectively, the “Terms and Conditions”). All references to “Indiegogo” herein shall refer to Indiegogo, Inc.

Overview

The object of the Program is to accelerate the pace of innovation for technology entrepreneurs by providing assistance to translate their ideas into successful commercial products. When appropriate, Arrow’s engineers will evaluate the design and manufacturability of Participants’ products (each, a “Product”) and will determine eligibility for certain benefits (“Benefits”) based on how well the Products satisfy Arrow’s criteria. The Benefits are intended to help entrepreneurs succeed in prototyping and manufacturing their innovative Products.

ELIGIBILITY

Participation is open to individuals and companies. The eligibility requirements include: (1) the Product cannot defy the laws of physics in the opinion of Arrow’s engineers; (2) the Product design must include electronic components or software; (3) the Participant must have a bona fide intent to market the Product commercially; and (4) the Participant must comply with these Terms and Conditions, Arrow’s branding guidelines, and Arrow’s trust and safety standards.

If the Participant wants to launch an Indiegogo campaign (“Campaign”), the Indiegogo Campaign must be permitted by and launched and managed in compliance with all applicable rules and standards set forth by Indiegogo and all applicable laws and regulations.

Individual Participants: All individual entrants must be at least eighteen (18) years of age, or the legal age of majority in their jurisdiction of legal residence at the time they opt into the Program, whichever is greater.

Corporate Participants: In order for a company to enter, an authorized representative, who has the authority to bind the company, must opt in on behalf of the company and agree to these Terms and Conditions on behalf of the company, which will be binding on the company. The company, and not the authorized representative, will receive any Benefit granted.

Employees, officers, and directors of Arrow, Indiegogo, and their parents, subsidiaries, affiliates, partners, advertising and promotion agencies, and their immediate families (parents, children, siblings, spouse) or members of the same household (whether related or not) are not eligible to enter. Arrow maintains the right, in its sole and absolute discretion, to determine eligibility and to deny or terminate participation in the Program for any reason. Proof of eligibility must be furnished upon request, and Participants may be required to submit an affidavit of eligibility upon request.

By applying to this Program, each Participant fully and unconditionally agrees to be bound by the Terms and Conditions and the decisions of Arrow, which shall be final and binding in all respects.

HOW TO PARTICIPATE

Participants can apply by opting into the Program at and providing all the required information and materials, including: name (individual or company), address, phone number, e-mail address (for company submissions, you must submit the name, title, address, phone number and e-mail address for the designated company contact for the purposes of this Program), and details of the Product, including its design.

Arrow may impose limitations on the number of unique Products that may be submitted by a single Participant. Any particular Product may only be submitted once.

If an individual Participant submits a Product to the Program, and such submission would violate any rule or policy of the employer, the Participant may be deemed ineligible and disqualified immediately.  In the event a Participant’s employer has a policy that prohibits the granting of benefits to an employee, the Benefits will be forfeited.

Arrow, in its sole discretion, may or may not grant Benefits to eligible submissions according to selection criteria described in By opting into the Program, Participant acknowledges that Arrow may contact Participant by phone, email, or mail for any reason including, but not limited to, recommending that a Participant apply for certain Benefits, requesting additional information from Participant, and informing Participant that it has been selected to receive certain Benefits.  Arrow reserves the right to require confirmation of details or results for a Product submitted as part of the verification process, and to disregard any submission at its sole discretion.  If necessary, Arrow may request additional information regarding a Product, including but not limited to additional documentation, an interview of the developers, or a demonstration. Participants must promptly comply with any requests for additional information as a condition of continued eligibility and continued participation.

If a Participant submits a Product that was created during the course of employment, that is related to the employment, or that is created using the employer’s property (including software), the Participant represents and warrants that the employer has (i) read these Terms and Conditions, (ii) confirmed that the Product does not contain any confidential, proprietary, or trade secret information, and (iii) confirmed the Participant has the right to submit such Product and claim any Benefits for such Product on his or her own behalf.

All submission materials submitted become the sole property of Arrow and will not be returned. Arrow may, at its discretion, use text, photos, images, and videos received as part of Program submissions in its own promotions before, during and after the Program term. Arrow may in its sole discretion disqualify submissions for which intellectual property claims, including those under the Digital Millennium Copyright Act, are received and remove any such submission or component thereof from all aspects of this Program.

Arrow reserves the right to refuse or eliminate any submission for any reason, including but not limited to any submission or Product that Arrow, in its sole discretion, determines (i) does not adhere to these Terms and Conditions, (ii) uses inflammatory or derogatory language, (iii) is lewd, obscene, pornographic, offensive, related to drugs or drug paraphernalia, or disparages Arrow or its agents, (iv) is inconsistent with Arrow’s standards or ethics in any way, including Arrow’s brand guidelines and trust and safety standards, (iv) violates any rights of third parties including but not limited to unauthorized uses of videos, photography, personal likenesses, trademarks, or music, or (v) is illegible, irrelevant, unclear, incomprehensible, unintelligible, garbled, or jumbled, or that is otherwise deemed inappropriate by Arrow, and any such submission may be disqualified from all aspects of this Program at any time. Submissions and all components thereof must be entirely Participant’s original creation.

While Arrow does not charge a fee for submission or continued participation in the Program, by applying to the Program, each Participant acknowledges and agrees that he or she is participating at his or her own expense and risk without any promises, representations, or warranties of any type, express or implied.

SELECTION CRITERIA

Arrow will grant Benefits as described below to Participants whose Products satisfy Arrow’s selection criteria, which are set forth in and are subject to change at any time. Benefits will be granted at two levels, each with a different array of benefits available. The two levels are: (a) Arrow Incubation Benefits, and (b) Arrow Certification Benefits.

All Products selected for participation in the Program will initially be granted Arrow Incubation Benefits. No working prototype is required to earn Arrow Incubation Benefits. Arrow will review each Product granted Arrow Incubation Benefits to determine if it is worthy of elevation to receive Arrow Certification Benefits. Participants will be required to share all technical documents necessary for review by Arrow’s judges and engineering teams, and may be required to participate in an interview, if requested by Arrow, as part of the Arrow Certification Benefits evaluation.

Each Participant agrees and understands that the selection criteria for each level of Benefits are determined by Arrow in its sole discretion, and Arrow will not be liable, under any circumstance, to any Participant as a result of Arrow not choosing such Participant for Benefits, failing to elevate a Product awarded Arrow Incubation Benefits to receive Arrow Certification Benefits, or suspending or terminating Benefits.  All determinations by Arrow are final.

NOTIFICATION

Arrow will notify eligible Participants that have been granted Benefits by a welcome email with instructions on how to claim the applicable Benefits. Participants who receive Benefits (“Recipients”) must continue to comply with these Terms and Conditions, and receiving Benefits is contingent upon fulfilling all requirements. Any Confidential Information (as defined below) will remain protected as confidential. In addition, each Recipient agrees that it will indemnify, defend, release and hold harmless Arrow, its suppliers, and its marketing partners, their respective officers, shareholders, directors, employees, agents and representatives and all of their successors and assigns from and against any and all claims or liability arising directly or indirectly from participation in the Program.

As a condition of claiming any Benefits, the Recipient may be required to complete, sign and return an affidavit of eligibility, liability release and publicity release within fourteen (14) calendar days of first attempted notification. If these documents are not completed and executed by the Recipient, and received by Arrow within fourteen (14) calendar days of the first attempted Recipient notification, the Benefits will be forfeited.

If a Recipient cannot be contacted, fails to provide any information requested by Arrow, fails to respond to any communication by Arrow, rejects the Benefits, fails to avail itself of the Benefits within a reasonable time after they are granted, or fails to comply with these Terms and Conditions, all Benefits will be forfeited in Arrow’s sole discretion and no compensation will be given.

BENEFITS

Arrow Incubation. Recipients of Arrow Incubation Benefits will receive one or more of the following Benefits: 10% off component purchases from Arrow.com and free shipping, subject to any terms and conditions set forth in the applicable coupon; access to powerful engineering tools on Arrow.com; 6 months of free access subscription to SiliconExpert Part Search; access to Arrow Design Engineer review; and access to the Arrow TestDrive program. Please see www.arrow.com/indiegogo/program-overview/about-arrow-incubation  for more details about Arrow Incubation Benefits.

Arrow Certification. Recipients of Arrow Certification Benefits will receive all Arrow Incubation Benefits described above, plus the following additional Benefits: Free samples of components on the Product’s bill of materials (BOM) that are sold on Arrow.com up to $1,000, subject to manufacturer exclusions; an “Arrow Certified” badge (“Badge”) that the Recipient can place on its website and, if applicable, Indiegogo Campaign page, subject to Arrow’s brand guidelines; and the possibility of inclusion in selected Arrow marketing materials. Please see www.arrow.com/en/indiegogo/program-overview/about-arrow-certification for more details about Arrow Certification Benefits.

Benefits are not transferrable, and cannot be exchanged for cash, cash equivalents, or substitutions of any kind except by Arrow, who may substitute a benefit (or portion thereof) with one of comparable or greater value, for any or no reason. Arrow reserves the right to cancel, terminate, suspend, or modify the Program, including any Benefits, at any time for any reason or no reason. Participants agree and understand that receipt of Benefits does not constitute Arrow’s endorsement of their company or Product, and shall not make any statement or representation to the contrary.

All expenses not specified above, including, without limitation, all federal, state, and local taxes, are the sole responsibility of each individual or company Recipient.

COUPON TERMS AND CONDITIONS

Any discounts provided on Arrow.com will be applied using a personalized promo code at checkout (“Coupon”). Recipients will receive an email with the Coupon that contains the terms and conditions governing use of the Coupon.

TERM AND TERMINATION

Arrow reserves the right to refuse or cancel Benefits at any time for any reason or no reason, in its sole discretion, including but not limited to when Arrow believes that the conduct of any Recipient violates these Terms and Conditions, Arrow policy, or is harmful to the interests or reputation of Arrow. Such termination shall take effect immediately upon written notice to the Recipient. Upon such termination, the Recipient shall promptly return to Arrow all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Confidential Information (as defined below), and will immediately cease using and will remove from any advertising materials, websites, and social media any and all Arrow trademarks, logos, service marks, and other intellectual property. Participation in and Benefits to the Program are offered at the sole discretion of Arrow. Arrow reserves the right, at its sole discretion, to limit, suspend, cancel, discontinue, terminate, change, amend or modify the Program and its Terms and Conditions, in whole or in part, at any time and without notice to participant (including, but not limited to, Arrow’s right to terminate Benefits if the Terms and Conditions as stated herein are not met and to modify Benefits and Benefit levels).

Participant may terminate its participation in the Program upon 30 days’ written notice to Arrow, but Arrow may retain the Participant’s information after termination in accordance with regulatory, accounting, and legal compliance procedures. All provisions of these Terms and Conditions that by their nature should survive termination shall survive termination, including, without limitation, intellectual property provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

TAXES AND EXPENSES

Participants are responsible for the payment of any applicable federal, state, and local taxes on any Benefits and for any other costs and expenses associated with the acceptance and use of a Benefit not specifically described herein. All expenses not specifically provided for by Arrow in these Terms and Conditions are the sole responsibility of Participant.

U.S. Participants will be required to complete and submit an IRS Form W-9, including their Social Security Number, Employer Identification Number, or the equivalent, for receipt of any Benefit valued at $600 or more or for any Benefits granted by Arrow in a calendar year with an aggregate value of $600 or more.  Failure to submit a completed Form W-9 or equivalent upon request will result in forfeiture of all Benefit.  Such Benefits with an aggregate value of $600 or more will be reported to the IRS.

PARTICIPANT’S OBLIGATIONS

Recipients shall:

  • Cooperate with Arrow in all matters relating to the Benefits;
  • Conduct themselves and their business in a manner that reflects favorably upon Arrow;
  • Use Arrow’s name, trademarks, logos, service marks, and other intellectual property solely in accordance with these Terms and Conditions or with Arrow’s written permission, which may be revoked at any time;
  • Provide such materials or information as Arrow may reasonably request to carry out the Benefits in a timely manner and ensure that such materials or information is complete and accurate in all material respects; and
  • Obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Benefits before the date on which the Benefits are to start.

PARTICIPANT’S ACTS OR OMISSIONS

If Arrow’s performance of its obligations under these Terms and Conditions is prevented or delayed by any act or omission of Participant or its agents, subcontractors, consultants, or employees, Arrow shall not be deemed in breach of its obligations under these Terms and Conditions or otherwise liable for any costs, charges or losses sustained or incurred by Participant, in each case, to the extent arising directly or indirectly from such prevention or delay.

A Participant may be prohibited from participating in this Program if, in Arrow’s sole discretion, it reasonably believes that the Participant has attempted to undermine the legitimate operation of this Program by cheating, deception, or other unfair playing practices or annoys, abuses, threatens or harasses any other participants, Arrow, Indiegogo, or other marketing partners, or in any other way damages the name, trademarks and/or reputation of Arrow.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise agreed by the parties in writing, Participant will remain sole owner of all intellectual property owned and developed by Participant.

All intellectual property rights, title, and interest throughout the world, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Participant under these Terms and Conditions or prepared, developed, or created by or on behalf of Arrow in the course of providing the Benefits shall be solely and exclusively owned by Arrow.

Participant represents and warrants that it is the owner or licensee of all intellectual property relating to its Product.

By participating in the Program, Participants represent and warrant that (a) the Product contains only original creations, (b) Participant owns or has sufficiently and validly licensed  in writing 100% of all rights to the Product (including all copyrights and intellectual property and property ownership rights in the contained therein), (c) the Product does not contain any third party trade secret or confidential materials, and (d) the Product does not infringe any third party proprietary, intellectual property, industrial property, personal rights or other rights, including without limitation, copyright, trademark, publicity right, patent, trade secret or confidentiality obligation; or otherwise violate any applicable law, and (e) the Product requires no additional permissions relating to the copyright, patent, or trademark/trade dress of the submission submitted in this Program. By accepting submissions in this Program, Arrow accepts no responsibility or liability for any breach of contract or any infringement or other violation of copyright, patent, or any other intellectual property right or proprietary or property rights. Each Participant agrees not to submit any Product that (a) breaches any contract with any third party; or (b) otherwise violates applicable law.

PERMISSION TO USE INFORMATION ABOUT THE RECIPIENTS

By participating in the Program, Participants agree to Arrow’s free of charge use and posting of the Participant’s first and/or last name, hometown, place of residence, photo(s), voice and/or likeness, and other information submitted, in any and all media now known or hereafter invented without territorial or time limitations and in connection with promotion, publicity, marketing and advertising for Arrow, in connection with its products and/or services, this Program or other promotions or programs by Arrow, as Arrow sees fit without any further attribution, notification or compensation to Participant, except where prohibited. The Recipients further agree, as a condition of accepting any benefits, to cooperate with Arrow in providing personal information and information regarding their Product, including without limitation the Participants’ names and likenesses; case studies, articles, press releases, and photos of the Products. Arrow may use all such information for all purposes and without compensation.

CONFIDENTIALITY

Arrow agrees that all non-public, confidential or proprietary information of Participant, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively “Confidential Information”), disclosed by Participant to Arrow designated or otherwise identified as “confidential” shall not be disclosed by Arrow without the prior written consent of Participant.

All Confidential Information of Arrow disclosed by Arrow to Participant, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provisions of the Benefits and these Terms and Conditions is to be treated as strictly confidential, and shall not be disclosed or copied by Participant without the prior written consent of Arrow.

Confidential Information does not include information that is (i) in the public domain; (ii) known to the receiving party at the time of disclosure; or (iii) rightfully obtained by the receiving party on a non-confidential basis from a third party.

Participant agrees not to use any Confidential Information for any purposes except as required in the performance of the Benefits. Participant shall notify Arrow immediately in the event Participant becomes aware of any loss or disclosure of any Arrow Confidential Information. Arrow shall be entitled to seek injunctive relief for any violation of this Section.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ARROW, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, OR LICENSORS BE LIABLE TO PARTICIPANT OR TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ARROW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DISCLAIMER OF WARRANTIES

The Benefits and Badges are provided strictly “AS IS.” Arrow makes no warranty whatsoever with respect to the Benefits, Badges, or any Products or Services received as Benefits, including any warranty of merchantability, fitness for a particular purpose, title, or non-infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.

Participant is not required to follow the recommendations or consulting advice provided by Arrow. If Participant does follow Arrow’s advice, it does so in its own discretion and is solely liable for the consequences thereof. Use of any Benefit or Badge is at Participant’s own risk. Participant acknowledges that Arrow’s assistance or support does not in any way guarantee the success of Participant’s Product. As a result, Participant agrees that it will not bring any claim and will defend, indemnify, and hold Arrow harmless as a result of Participant’s Products: (i) failing to work; (ii) failing to meet the public’s expectations; or (iii) failing to make it to market.

INDEMNIFICATION

To the maximum extent permitted by law, Participant agrees to defend, indemnify, and hold harmless Arrow, its suppliers, and its marketing partners, and their respective subsidiaries, affiliates, officers, directors, employees, agents, successors, and assigns (collectively, “Indemnified Parties”) at all times from and against any and all claims of action, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) and all amounts paid in settlement arising from or relating to (i) participation in the Program, including use of the Benefits and engaging in any Program-related activities such as travel; (ii) bodily injury, death of any person, or damage to real or tangible, personal property resulting from Participant’s acts or omissions; (iii) any and all tax liability that may be imposed or associated with receipt or use of the Benefits; (iv) any allegation of infringement of any intellectual property right in any jurisdiction; (v) any Products developed or sold by Participant, including but not limited to their failure to work, failure to meet the public’s expectations, or failure to make it to market; and (vi) Participant’s breach of any representation, warranty, or obligation under these Terms and Conditions.

The Indemnified Parties may, at the cost of Participant, assume the exclusive defense and control of any matter for which Participant has agreed to indemnify the Indemnified Parties, and each Participant agrees to assist and cooperate with the Indemnified Parties in the defense or settlement of any such matters.

MODIFICATION/CHANGES TO TERMS AND CONDITIONS

Arrow reserves the right to make changes to these Terms and Conditions at any time without the consent of Participant, including, without limitation, the substitution of a Benefit of equivalent value, which will become effective upon posting on . Arrow shall have no liability if it cannot grant any or all Benefits due to any failure or delay resulting from acts of God, acts of war, natural disasters, inability to obtain materials, or any other cause beyond its reasonable control.

TRADEMARKS

These Terms and Conditions do not create, and neither party will have any right in, or to the use of, any mark, name, style or logo of the other party, except as set forth below:

Participant is authorized to display the logo corresponding to any Badge bestowed by Arrow on its Indiegogo Campaign page and on its individual web page, subject to any usage guidelines which Arrow will provide to Participant. Participant may not use any other Arrow mark, name, style or logo except with express written permission. Arrow may revoke permission to use any mark, name, style or logo at any time for any reason or no reason.

Arrow is authorized to use Participant’s name, marks, and logos for advertising and promotion purposes.

ASSIGNMENT

The Benefits, Badges, and any licenses granted hereunder, may not be transferred or assigned by any Participant without Arrow’s prior written consent. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions. Any assignment in violation of the foregoing shall be deemed null and void. Arrow may freely assign its rights and obligations under these Terms and Conditions at any time. Subject to the limits on assignment stated above, these Terms and Conditions will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns. No assignment or delegation relieves Participant of any of its obligations under these Terms and Conditions.

GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the state of Colorado in and legal suit, action, or proceeding arising out of or based upon the Program, these Terms and Conditions, or the Benefits provided hereunder.

Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such proceeding in such courts and any claim that any such proceeding brought in any such courts has been brought in any inconvenient forum. Each party agrees that a final judgment in any such proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

MISCELLANEOUS

Participant agrees not to export, directly or indirectly, any technical data acquired from Arrow, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.

If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

The parties do not confer any rights or remedies upon any person other than the parties to this Agreement, the Indemnified Parties, and their respective successors and permitted assigns.

The parties are independent contractors, each in full control of its business. Under no circumstances will either party have the right or authority to act or make any commitment on behalf of or bind the other or represent the other as its agent in any way.

PRIVACY

By applying to the Program, Participant agrees to allow Arrow to use any information collected in connection with the Program in accordance with its Privacy Policy, available at www.arrow.com/en/legal/privacy-policy, which is incorporated into these Terms and Conditions by reference. Participant can choose not to receive emails from Arrow at any time by simply sending an email, including the Participant’s name and email address, to never@arrow.com, and Arrow will remove Participant from all mailings.

IBM Limitations

Free access is available each month so long as you comply with the following quotas: maximum of 500 registered devices, 500 application bindings, and 200 MB of each data exchanged, data analyzed, and edge data analyzed. If you exceed any of these quotas, your free access will be suspended until the next monthly cycle. If you need additional access, you will have the option to create a pay-as-you-go-account.

Offer applies only to Products that contain a software element and that are based in the following countries: Austria, Belgium, Canada, Denmark, Estonia, Faeroe Islands, Finland, France, Germany, Greenland, Guadeloupe, Iceland, Ireland, Israel, Italy, Latvia, Lithuania, Luxembourg, Martinique, Netherlands, Norway, Poland, Portugal, Reunion, Spain, Sweden, Switzerland, United Kingdom, United States, Republic of Serbia. If your campaign is based in another country, please contact indiegogo@arrow.com for assistance.