Arrow Flashfunding Terms and Conditions
These terms and conditions govern this flashfunding program (“Program”) sponsored and administered by Arrow Electronics, Inc. (“Arrow”), 9201 E. Dry Creek Rd., Centennial, CO 80112. By participating in this Program, Participant agrees to be bound by these terms and conditions and all applicable federal, state, provincial, and local laws (collectively, the “Terms and Conditions”). Void where prohibited. All references to Indiegogo herein shall refer to Indiegogo, Inc.
Individual Participants: All individual entrants must be at least eighteen (18) years of age and older, or the legal age of majority in their jurisdiction of legal residence at the time they opt into the Arrow Certification 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 into the Program 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 awarded.
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 be Participants. 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 opting into 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
Each Indiegogo Campaign that has been awarded an “Arrow Certified” or “Arrow Innovator” badge pursuant to the Arrow Certification Program, that satisfies the Program’s eligibility criteria, and that has opted into the Program is eligible to participate. Participants are required to provide all the information and materials requested by Arrow. By opting into the Program, Participant acknowledges that Arrow may contact Participant regarding participation in this Program via email, phone, or mail, and that Participant is participating at his or her own expense and risk without any promises, representations, or warranties of any type, express or implied.
Submissions that are late or incomplete for any reason will be discarded and will not be considered. 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.
The Program will begin on October 1, 2016 and will last through December 31, 2017 (“Program Period”). There will be a total of five flashfunding cycles (“Cycles”), which will take place on a quarterly basis.
Cycle 2 will start on January 1, 2017 and will consist of a number of rounds of voting (“Rounds”). “Arrow Certified” and “Arrow Innovator” campaigns satisfying the eligibility criteria set forth above will be posted online for Arrow and Indiegogo employees in the United States (“Voters”) to vote on. Each Voter may vote only once per Round. Multiple votes cast for the same entry by the same person during the same Round will be disallowed, and that person’s prior votes may also be disallowed. The top five Indiegogo Campaigns from each Round will then be judged by a panel of representatives from Arrow (“Judges”), who will rate the Indiegogo Campaigns on a 100-point scale based on the following criteria: innovation (0-34 points), marketability (0-33 points), and impact to people’s lives (0-33 points). The campaign with the highest total score out of 100 will be selected as the Winner of that Round. In case of a tie, the Indiegogo Campaign with the highest combined innovation score will win.
Each Round will proceed in the same fashion, but winners of previous Rounds during the Cycle will not be eligible to participate in any additional Rounds during the same Cycle.
The decisions of the Judges are final and binding on all matters relating to the selection of the winner. Each Participant agrees and understands that the selection criteria 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 to receive any flashfunding.
The selection process and schedule for each subsequent Cycle will be posted here before the Cycle begins.
The chances of winning a Prize will depend on the number of eligible entries in each Round and the decisions of the Voters and the Judges.
The winner of each Round (“Winners”) will be notified by email and posted online within seven days after the end of each Round. Winners will be required to agree to keep the matter confidential until the Program results are publicly announced by Arrow.
Winners must continue to comply with the Terms and Conditions, and receiving flashfunding (“Prize”) is contingent upon fulfilling all requirements. By accepting any Prize, each Winner grants to Arrow the right to publicize the Winner’s name and, if applicable, logo, photograph, video, image, likeness, voice, statements, hometown (city and state or province), and biographical information for advertising, trade, and promotion purposes in any media now or hereafter known worldwide in perpetuity without compensation and without opportunity for review, except where prohibited by law. Arrow, in its sole discretion, may require that each Winner grant Arrow the right to issue a press release confirming the award of the Prize and Winner information and details. Any Confidential Information (as defined below) will remain protected as confidential. In addition, each Winner agrees that it will defend, release and hold harmless Arrow and Indiegogo, 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 participating in the Program or receipt, possession, loss, use, or misuse of the Prize.
As a condition of claiming a Prize, Winners 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 Prize notification. If these documents are not completed and executed by the Winner, and received by Arrow within fourteen (14) calendar days of the first attempted Prize notification, the Prize will be forfeited, and may be awarded to an alternate Participant.
If a Winner cannot be contacted, fails to provide any information requested by Arrow, fails to respond to any communication by Arrow, rejects the Prize, fails to take possession of the Prize within a reasonable time after the award, or fails to comply with these Terms and Conditions, the Prize will be forfeited in Arrow’s sole discretion and no compensation will be awarded. Prizes cannot be transferred or assigned, and no Prize substitutions or changes are allowed except at the sole discretion of Arrow.
For an up-to-date list of Winners, send a self-addressed, stamped envelope to Arrow Electronics, Inc., C/O Indiegogo Flash Funding Winner, 360 Inverness Dr S, Englewood, CO 80112.
During each Cycle, Arrow will award a variable amount in Prizes, amounting to a total of $1 million during the four 2017 Cycles of the Program. The number of Winners will vary in each Cycle. Prize amounts during each Cycle will vary in amount and will be awarded in the form of a contribution to each Winner’s Indiegogo campaign.
Prizes are not transferrable, and cannot be exchanged for substitutions of any kind except by Arrow, who may substitute a prize with one of comparable or greater value, for any or no reason. All expenses not specified above, including, without limitation, all federal, state, provincial and local taxes, are the sole responsibility of each individual or company Winner.
A Voter may vote only once per Round. Internet votes will be deemed made by the authorized account holder of the email address submitted at the time of entry. Multiple Voters are not permitted to share the same email address. Proof of submission of a vote shall not be deemed proof of receipt. Arrow is not responsible for votes not received due to difficulty accessing the internet, service outage or delays, computer difficulties and other technological problems. Arrow may disqualify any votes if, in its sole discretion, Arrow determines there are any irregularities associated with such votes. If technical malfunctions or suspected voting irregularities corrupt the voting process, Arrow reserves the right, in its sole discretion, to award Prizes based solely on the non-suspect votes. Use of any device to automate voting is prohibited and will void any votes by such methods.
Arrow reserves the right to abbreviate, terminate, modify, or suspend the Program at any time for any reason or no reason, in its sole discretion and judgment, including but not limited to when (i) Arrow believes in its sole discretion that the conduct of any Participant or Winner violates these Terms and Conditions, Arrow policy, or is harmful to the interests of Arrow; (ii) when Arrow determines in its sole discretion that tampering, fraud or technical failures have compromised the security, administration, fairness, integrity, or proper conduct of the Program; or (iii) any act of God or other act outside of Arrow’s reasonable control prevents Arrow from sponsoring or administering the Program or compromises or corrupts or affects the administration, integrity, security, fairness or proper operation of this Program, including but not limited to fire, flood, epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, war (declared or undeclared), terrorist threat or activity, or any federal, state or local government law, order or regulation, order of any court or jurisdiction, or other cause not reasonably within Arrow’s control (each of the above being a “Disruptive” event or occurrence).
In the event of a Disruptive event or occurrence, Arrow reserves the right, but not the obligation, in its sole discretion, to award the Prize from among all eligible submissions received up to such time, to disqualify any individual who tampers with the participation or voting process, and/or to void any entries submitted fraudulently or not in accordance with these Terms and Conditions.
Arrow, in its sole discretion, reserves the right to disqualify any Participant not abiding by the Terms and Conditions, or for tampering with the voting or judging process. Failure to comply with the Terms and Conditions may result in disqualification and/or forfeiture of any Prize, and Arrow may prosecute or seek damages to the fullest extent permitted by law.
Such termination shall take effect immediately. Upon such termination, the Participant or Winner 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).
Participant may terminate its participation in the Program upon 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
Winners are solely responsible for the payment of any applicable federal, state, provincial, and local taxes on any Prizes awarded.
Winners residing in the U.S. 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 prize valued at $600 or more or for any prizes awarded 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 the prize. Such winnings of $600 or more will be reported to the IRS.
- Cooperate with Arrow in all matters relating to the Program;
- Provide such materials or information as Arrow may reasonably request to carry out the Program 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 Program.
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, 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 the Program 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 Indiegogo Campaign and the solution therein.
By participating in the Program, Participants represent and warrant that (a) the solution and Indiegogo Campaign contains only original creations, (b) entrant owns or has sufficiently and validly licensed in writing 100% of all rights to the solution and Indiegogo Campaign (including all copyrights and intellectual property and property ownership rights in the contained therein), (c) the solution and Indiegogo Campaign do not contain any third party trade secret or confidential materials, and (d) the solution and Indiegogo Campaign do 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 solution and Indiegogo Campaign require 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 solution or Indiegogo Campaign that (a) infringes 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; (b) breaches any contract with any third party; or (c) otherwise violates applicable law.
PERMISSION TO USE INFORMATION ABOUT THE PARTICIPANTS
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 Winners further agree, as a condition of accepting any Prizes, to cooperate with Arrow in providing personal information and information regarding their solution, including without limitation the Participants’ names and likenesses; case studies, articles, press releases, and photos of the end products using the solution (if applicable). Arrow may use all such information for all purposes and without compensation.
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, 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 Program and these Terms and Conditions is to be treated as strictly confidential, and shall not be disclosed or copied 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 Program 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 for participation in the Program. Participant shall notify Arrow immediately in the event Participant becomes aware of any loss or disclosure of any 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 or INDIEGOGO (including THEIR RESPECTIVE subsidiaries, affiliates, directors, officers, employees, agents, subcontractors, or licensors) be liable to Participant or to any third party for any loss of use, revenue or profit, or loss of data or diminution in value, or for any consequential, indirect, punitive, incidental, special, consequential, or exemplary damages or, in any event, for damages, under any legal theory or cause of action (including, tort, contract, warranty, delay, strict liability, intellectual property matters, negligence, or a claim under any FEDERAL, STATE, provincial OR LOCAL statute or regulation), regardless of whether such damages were foreseeable and whether or not Arrow has been advised of the possibility of such damages.
DISCLAIMER OF WARRANTIES
Everything regarding this program is provided “as is,” without warranty of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
To the maximum extent permitted by law, Participant agrees to defend, indemnify, and hold harmless Arrow and Indiegogo, their subsidiaries and affiliates, and their 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 (or inability to participate in) in the Program, including receipt or use of (or inability to receive or use) a Prize 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 a Prize; (iv) any allegation of infringement or any worldwide intellectual property right; (v) any products developed or sold by Participant; 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 prize of roughly equivalent or greater value, which will become effective upon posting on www.arrow.com/indiegogo/terms-and-conditions. Arrow shall have no liability if it cannot award any or all Prizes 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.
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 herein.
Arrow is authorized to use Participant’s name, marks, and logos for advertising and promotion purposes.
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.
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 Prizes 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.
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, Indiegogo, 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.