Back the Venture Pitch Competition Official Rules

1. Sponsor

Venture Backed Capital, LLC, 311 W. 43rd St., FL 11, New York, NY 10036 (“Sponsor”).

2. Eligibility

The Back the Venture Pitch Competition (the “Contest”) is open only to legal residents of the fifty (50) United States and the District of Columbia who are eighteen (18) years of age or older (or the local age of majority in the jurisdiction where the participant resides, if higher than 18) at the time of entry. To be eligible, each entrant must (i) have an active Venture-Backed Pre-Launch Founder Community account (“Account”) on the website located at https://web.venturebacked.co (“Website”); and (ii) be legally authorized to represent the company on behalf of which the entrant is pitching (“Company”), which such Company must be incorporated in the United States and have a physical presence in the United States. Void where prohibited or restricted by law.

The following individuals are not eligible to enter or win a prize: employees, representatives, agents, directors, and officers of the Sponsor or its parents, subsidiaries, affiliated companies, and marketing agencies, or of any other parties involved in the administration of the Contest, including without limitation any judges (“Contest Parties”) and each of the immediate family members of such excluded Contest Parties (i.e., spouses, parents, children, siblings and the “steps” of each) and all persons living in the same household of each. By participating in this Contest, entrants agree to be bound by these official rules (“Official Rules”) and by the decisions of the Sponsor, which shall be final in all matters relating to the Contest

3. Contest Entry Period

The Contest will commence on October 18, 2024, 2024 at 12:00 AM EST and end on October 25, 2024 at 11:59:59 PM EST (“Entry Period”). Sponsor’s computer is the official time keeping device for the Contest. There will be one (1) method of entry for the Contest, as described below. Entrants may only join and participate in a Contest during the Entry Period. The Contest ends at the end of the Entry Period. Entries submitted prior to or after the Entry Period will be disqualified.

4. How to Enter

NO ENTRY FEE OR PROOF OF PURCHASE IS NECESSARY TO PARTICIPATE.

To enter the Contest, during the Entry Period, you must:

1. Log into your Account on the Website.
2. Fully complete your Account profile on the Website.
3. Submit a completed Application (defined below) to the applicable Contest on the Website.

Limit of one (1) submission per person per Contest. Limit of one (1) submission per Company per Contest. You may enter a Contest as a team, provided that each member of the team must have their own Account, and no person may be a member of more than one team per Contest. Compliance with the entry requirements will be determined by Sponsor in its sole discretion.

5. Submission Guidelines

Your application to a Contest (“Application”) must include:

• The Company’s pitch deck, in PDF or PPT format.
• A pitch video, no longer than three (3) minutes in length, in which entrants pitch the Company. Any videos longer than three (3) minutes will be ineligible for entry and the corresponding Application will be disqualified.
• Articles of Incorporation, Articles of Organization, or comparable documentation from the Company’s state of incorporation proving its legal status.
• Photos or photocopies of the legal government-issued identification documents of each entrant listed in the Application.

You may not use any third party’s content or feature any third party in your Application unless you have the express permission of that third party to do so. By submitting an Application and participating in the Contest, you represent and warrant that your Application:

1. has not previously been a Winner in any previous Contest sponsored by Sponsor;
2. is your own original work of authorship or that you have all rights necessary to submit your Application, including without limitation, the title or rights in any content, trademarks, artwork, text, and/or music featured in your Application, and you have the right to grant Sponsor the rights to use your Application as set forth in these Official Rules;
3. is accurate and complete, and does not contain false or misleading content;
4. does not contain content that violates or infringes another’s rights, including but not limited to, privacy, publicity, copyright, trademark, trade secret, trade dress, patent, or intellectual property rights;
5. does not disparage Sponsor or any other person or party affiliated with the promotion and administration of the Contest, or such parties’ products or services;
6. does not contain material that is indecent, lewd, pornographic, obscene, profane, hateful, defamatory, slanderous or libelous, or that promotes alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing), or violence, illegal conduct, or animal cruelty;
7. does not promote discrimination against or contempt for other people on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease;
8. does not contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to interfere with or cause harm to any computer or software; and
9. does not contain material that is unlawful in any jurisdiction where your Application is created.

Submissions that violate, as determined by the Sponsor, in its sole discretion, the entry requirements, including without limitation the above representations and warranties, or do not meet the entry deadlines will be disqualified from the Contest. By submitting your Application and participating in the Contest, you agree to indemnify and hold the Contest Parties harmless from any and all claims, demands, causes of action and judgments (including attorney’s fees, court costs and expert’s fees) arising out of or relating to any breach by you of any of the foregoing representations and warranties.

All entrants should be aware that finalists pitches will be presented in a public forum. Confidentiality is not guaranteed in any way. Entrants should exclude sensitive or confidential information from their pitches and not include confidential materials in their Application.

Finalists’ Applications may be presented to the public at large, and may be broadcast to interested persons through promotion and media which may include print, radio, television, streaming, social media, and the internet. Any data or information discussed or divulged in the Application by entrants should be considered information that will likely enter the public realm, and entrants should not assume any right of confidentiality in any data or information discussed, disclosed, or presented in the Application.

For the avoidance of doubt, non-disclosure agreements between any entrant and the Contest Parties or any judges or audience members will not be required or permitted. Contest Parties are not responsible for, and you shall not seek to hold sponsor parties liable for, any issues of or with respect to confidentiality obligations with respect to your Application

6. Winner Selection and Notification

Sponsor shall announce the three (3) Companies with the highest scores (each such Company, a “Winner”), on or about October 30, 2024, as determined by judge’s scoring based on the following criteria:

The judges’ ratings and decisions are final and binding on all participants. The judges’ scores will not be shared with the participants or general public. In the event of any tie, the winner shall be determined by a new judge based on the criteria above. Sponsor will attempt to notify the Winner via chat to the Account of the applicable entrant and via email to the email address provided by such entrant during Account registration.

In the event of a dispute as to who submitted an Application, the authorized Account holder of the Account used to enter the Contest will be deemed to be the entrant. An entrant associated with a potential Winner may be required to show proof of being the authorized Account holder.

The Winners are subject to verification, including verification of age and residency. Winners may be required to complete, sign, notarize and return an affidavit of eligibility/liability release and a publicity release, which must be returned, properly executed, within three (3) days of issuance.

If a Winner (i) is determined to be ineligible or otherwise disqualified by Sponsor, (ii) fails to respond to Sponsor’s first winner notification message within 24 hours of notification or after two (2) attempts (whichever occurs first), (iii) fails to timely provide any information requested by Sponsor (e.g., information needed by Sponsor to deliver the Prize; or tax information) or timely execute and return any documents required by Sponsor, the Winner will be disqualified and forfeit all interest in the Prize. If the

Winner is disqualified, Sponsor reserves the right to select a substitute Winner or not award the unclaimed Prize.

7. Prizes and Prize Claim

Winners will receive the following (“Prizes”),

• For the first place winner, $10,000, as well as the opportunity to participate in Sponsor’s annual Master Pitch competition.
• For the second place winner, $5,000
• For the third place winner, $1,000

Prizes shall be granted to and payable to the applicable Company (and not, for the avoidance of doubt, the individual entrant).

All amounts are in United States dollars.

To claim and receive the Prize, the Winner must provide the Company’s valid account information at a United States bank (“Bank Information”).

If the Winner fails to provide the Bank Information within a reasonable time of being notified of their selection by Sponsor (not to exceed thirty (30) days), the Winner will be disqualified from eligibility for the Prize and forfeit all rights to and interests in the Prize and the Prize will not be awarded. No cash or other substitute compensation of any kind will be awarded in these circumstances.

Winners may be eligible to receive additional prizes and bonuses, as may be awarded to such Winners by our sponsors in such sponsors’ sole discretion, including without limitation the opportunity to receive free legal services subject to eligibility confirmation.

The right to receive a prize cannot be transferred or assigned. No cash or other prize substitution is permitted, except at the sole discretion of the Sponsor.

The Winner is solely responsible for all federal, state, local, or other applicable taxes associated with the acceptance and use of the Prize. The Winner agrees and acknowledges that Sponsor may be required to withhold and remit a portion of Prize value to comply with applicable tax laws. All entrants also agree to provide Sponsor with a valid social security number or any other information Sponsor may require in connection with applicable tax reporting or withholding requirements or other laws or regulations.

All costs and expenses associated with Prize acceptance and use not specifically provided herein are the responsibility of the Winner.

8. Publicity

Except where prohibited by law, by accepting a Prize, the Winner hereby grants Sponsor and its representatives an irrevocable, perpetual, worldwide, royalty-free, non-exclusive and sub-licensable right and license to use, distribute, and publicly display the Winner’s and all associated entrants’ name and information about the Prize award, in any way, at any time, in any and all media, including without limitation, for use in advertising and marketing, without any additional approval or consideration. By accepting a Prize, the Winner represents and warrants that they have the right to grant the foregoing license.

9. OWNERSHIP OF YOUR APPLICATION

Subject to the rights and licenses conveyed herein, you shall retain sole and exclusive right, title and interest in and to your Application and all intellectual property rights thereto. By entering the Contest and creating your Application, you hereby grant to Sponsor and its successors and assigns a non-exclusive, perpetual, irrevocable, transferable, worldwide, royalty-free, fully-paid right and license, with the right to sublicense through multiple levels of sublicensees, to all of your intellectual property rights in and to your Application, to publicly perform, publicly display, digitally transmit, distribute, copy, modify, create derivative works, and otherwise use your Application on Sponsor’s social media accounts, blogs and websites, including without limitation Sponsor’s website, as reasonably necessary to promote the Contest, Company’s participation in the Contest, and Sponsor’s business related to the Contest (collectively, the “Purpose”), or for any other purpose subject to your prior written consent. Sponsor may modify or edit your Application to ensure the quality or for any purpose that Sponsor deems reasonably necessary to achieve the Purpose, and by entering the Contest, you grant Sponsor a fully-paid, irrevocable, perpetual, royalty-free, worldwide, transferable, and sublicensable right and license to make such modifications to your Application.

10. Limitations of Liability of Contest Parties

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE (I) THE CONTEST PARTIES SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR CONNECTED WITH (A) THE CONTEST OR (B) ANY PRIZE AWARDED, AND (II) YOUR REMEDIES FOR ANY CLAIMS RELATING THE CONTEST ARE LIMITED TO YOUR ACTUAL OUT-OF-POCKET EXPENSES OF PARTICIPATION IN THE CONTEST (IF ANY).

The Contest Parties assume no liability and are not responsible for, and by entering the Contest you hereby waive and release the Contest Parties from, any actions, claims, damages, losses or injuries of any kind (collectively “Claims”) arising in connection with the Contest and/or the receipt, use or misuse of any prize, including without limitation, Claims relating to: (i) the malfunction of any computer, telephone, mobile device, network, satellite, hardware, software or communications line; (ii) unauthorized human intervention; (iii) incorrect, delayed or inaccurate transmission, winner notifications, prize claims or other information or communications relating to the Contest, or the failure to capture or transmit any such information; (iv) damage to any person’s computer or mobile device; or (v) any errors in these Official Rules, winner notifications or other announcements or communications relating to the Contest. In the event of any ambiguity or error(s) in these Official Rules, Sponsor reserves the right to clarify or modify these Official Rules however it deems appropriate to correct any such ambiguity or error(s). If due to an error or for any other reason, more legitimate prize claims are received than the number of prizes stated in these Official Rules, Sponsor reserves the right to award only a single prize from all eligible entries. In no event will more than the stated number of prizes (i.e., one prize) be awarded.

LEGAL WARNING: ANY ATTEMPT BY AN INDIVIDUAL, WHETHER OR NOT AN ENTRANT, TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF THIS CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES AND PURSUE ALL OTHER REMEDIES AGAINST ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW.

Sponsor may prohibit an entrant from participating in the Contest or winning a Prize if, in its sole discretion, it determines that said entrant is attempting to undermine the legitimate operation of the Contest by cheating, deception, or other unfair playing practices (including the inclusion of false or misleading content in an Application) or intending to annoy, abuse, threaten or harass any other entrants or any Contest Parties.

For California Residents Only: You hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

11. Sponsor’s Reservation of Rights

If the Contest is not practically capable of running as planned for any reason outside the control of the Sponsor, including without limitation, due to a force majeure event or infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, government orders, natural disasters, the effects of COVID-19 or any pandemic or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Contest, Sponsor reserves the right, at its sole discretion, to modify, suspend, or cancel the Contest. In the event of cancellation, Sponsor reserves the right to select a Winner from all non-suspect, eligible Applications submitted as of the time of cancellation.

12. Governing Law

All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, the rights and obligations of entrants and the Winner, and the rights and obligations of the Sponsor in connection with the Contest, shall be governed by, and construed in accordance with, the laws of State of New York, without giving effect to any choice of law or conflict of law rules. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that or any other provision. If any provision of these Official Rules is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.

13. Privacy

Any personally identifiable information collected during an entrant’s participation in the Contest will be collected and used by Sponsor and its designees for the administration and fulfillment of the Contest and as otherwise described in these Official Rules and Sponsor’s privacy policy available at https://venturebacked.co/privacy-policy.

14. Winner List

For the name of the winner, send an email to btvwinners@venturebacked.co with “Back the Venture Pitch Competition – Winner’s List [MONTH] [YEAR]” in the subject line. Requests must be received no later than sixty (60) days after the end of the Entry Period.