SPRINGBOARD INCUBATOR PROGRAM
TERMS AND CONDITIONS
Last Updated: February 11, 2019
The Springboard Incubator Program (“Program”), sponsored by Kraft Heinz Foods Company (“Sponsor”) is a 16-week program that provides funding, learning, infrastructure, and mentorship to help turn disruptive products and brands into thriving leaders in the food and beverage industry. Your application to take part in the Program is governed by these terms and conditions and by submitting an application you agree to be bound by these terms and conditions and any subsequent revisions made publicly available.
APPLICATION PERIOD: The application period for the Program begins September 13, 2018 at 12:00 p.m. Eastern Time (“ET”) and ends January 15, 2019 at 11:59 p.m. ET (the “Application Period”). Sponsor’s computer will serve as the official clock. Sponsor reserves the right to extend or shorten the Application Period in its sole discretion.
ELIGIBILITY: The Program is only open to:
that have a fully commercialized, first-to-market food or beverage consumer goods product that is launched and distributed in market and/or is ready to distribute and launch with minimal projected revenues of $250,000 for the first year of commercialization. Applications submitted on behalf of a company shall only be submitted by an authorized signatory of the company. Prior to being accepted into the Program, each applicant, whether a start-up company or individual applicant, must form a C Corporation in good standing, and obtain a federal tax identification number, all at applicant’s cost, and employ a minimum of two full-time founders and/or employees.
BY SUBMISSION AND ACCEPTANCE OF YOUR APPLICATION, YOU ACKNOWLEDGE AND AGREE THAT SPONSOR SHALL NOT BE PROHIBITED OR RESTRICTED FROM CONTINUING TO WORK ON PRODUCTS SIMILIAR TO THE PRODUCT INCLUDED IN YOUR APPLICATION.
SELECTION CRITERIA: On or about February 12, 2019, Sponsor will select up to five (5) companies, in its discretion, from among all eligible applications submitted to participate in the Program (collectively, “Participating Companies” or singularly, “Participating Company”). Sponsor will select the Participating Companies in its sole discretion based upon the following criteria and other such criteria as Sponsor may determine:
Sponsor reserves the right, in its sole discretion, to select less or more than five (5) Participating Companies or extend the Application Period if an insufficient number of eligible applications are submitted. The decisions of Sponsor are final and binding in all respects.
For each Participating Company selected, up to three (3) individuals may be chosen to participate (“Individual Participants”). These Individual Participants must consist of the owner/founder, and up to two (2) executive level employees and/or partners.
DISCLOSURE OF COMPETITIVE: All applicants and each Individual Participants must disclose any relationship between Participating Company (including, any full-time or part-time employee, contractor, vendor, investor, or advisor of the Participating Company) and any officers, directors, employees, investors, corporate entities, or affiliates of any potential “Sponsor Competitor” (meaning, for purposes of these Terms and Conditions, any manufacturer of food and beverage products sold in retail, e-commerce or the foodservice industries).
PARTICIPANT NOTIFICATION: The Participating Companies will be notified by e-mail or phone on or around February 12, 2019, if they are preliminarily selected to participate in the Program, subject to verification. Individual Participants and Participating Companies will be required to execute an Affidavit of Eligibility and Liability/Publicity Release and Non-Disclosure Agreement and may be required to sign and return a background check authorization form prior to verification for participating in the Program. If a potential Participating Company cannot be reached, does not return required documents within the time requested, does not agree to the Terms and Conditions of the Program, is not eligible to participate on the time designated for the Program Activities or is otherwise not verified as eligible to participate as determined by Sponsor in its discretion, the opportunity to participate in the Program will be forfeited and another Participating Company may be selected in Sponsor’s sole discretion according to the selection criteria above.
PROGRAM DETAILS: The Program runs for approximately sixteen (16) weeks, initially scheduled to begin March 11, 2019, in Chicago, Illinois, but the schedule is subject to change in Sponsor’s discretion. During this sixteen-week period, the Participating Companies will have access to Sponsor’s state-of-the art pilot plants and culinary kitchens at Glenview, IL, will be provided office space, will receive mentorship from senior business leaders, and have access to best-in-class learning tools as determined by Sponsor (collectively, “Program Activities”). The Individual Participants will be required to be in Chicago during the majority of the Program period, including without limitation, for the first two weeks of the Program, at the Program’s midpoint review, at the end of Program review and during biweekly mentorship meetings. The Individual Participants will also be required to attend all Program Activities. The Individual Participants and/or the Participating Company will be responsible for arranging and any costs associated with any travel to and from Chicago, and accommodations and expenses while in Chicago.
The Program provides for $50,000 in funding to be advanced to each Participating Company that agrees to the terms and conditions of the Program, to be used towards growth and business development of the Participating Company (“Funding”). In addition, each Participating Company will have an opportunity to receive additional Funding up to $50,000, in Sponsor’s sole discretion, by the conclusion of the Program. Participating Company will receive details on the potential for additional funding at the beginning of the Program. Participating Company will be responsible for all taxes on the Funding and the other Program benefits and may receive corresponding tax reporting documentation as required by applicable law.
In the event the owner/founder of the Participating Company is unable or unwilling to attend and participate in the Program Activities, that Participating Company may be required to forfeit participation opportunities. In Sponsor’s sole discretion, if a Participating Company, or any Participating Individual, is determined not to be in compliance with these Program Terms and Conditions, or any other agreement entered into with Sponsor with regard to the Program, or any information submitted to Sponsor herewith is false or misleading, or is otherwise determined by Sponsor to be acting in any kind of unethical, unprofessional or fraudulent manner, Sponsor reserves the right in its sole discretion to immediately terminate participation in the Program, in which case the Participating Company will forfeit and refund all Program benefits, including the Funding under a timeline determined by Sponsor.
Advances made by the Sponsor will be reflected as purchased instruments under the published form “SAFE” documents or a similar structure. In addition, each Participating Company will grant to Sponsor: (1) certain information rights, including but not limited to a right to receive reasonable prior notice of future major corporate events; and (2) the right to participate in the Participating Company’s next significant equity financing round, in an amount to be determined based on the Participating Company’s future funding expectations and prospects, each of (1) and (2) as will be more fully set forth in a definitive agreement related to the funding under the Program. Participation in such next equity round will be offered to Sponsor at a price equal to 80% of the price paid by other investors in such equity round.
NOT AN OFFER OR CONTRACT OF EMPLOYMENT: Under no circumstances shall the submission of an Application or participation in the Program be construed as an offer or contract of employment with Sponsor.
RELEASE: Applicants, Participating Companies and Individual Participants understand that Sponsor, and its parents, affiliates, subsidiaries, and agencies, and their respective directors, officers, employees, and agents (“Released Parties”) are not liable and hereby agree to release, indemnify and hold harmless Released Parties from and against injuries, losses, or damages of any kind arising, in whole or in part, directly or indirectly, from applying for participation and participation in this Program or the Program Activities, including but not limited to any use thereof of any materials submitted in the Program including in the Application. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT OR TORT, EVEN IF SPONSOR HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY: The Released Parties are not responsible for lost, late, unintelligible, misdirected, incomplete, undelivered, damaged or garbled applications, mail or any other documents. The Released Parties are not responsible for any a) telephone, computer, hardware, software, programming or interrupted or unavailable network, server or other connections, network malfunction, or other technical failures or errors, or failure to properly process applications; (b) communication disruption or other forces beyond the reasonable control of Sponsor, including inability to access the website, incomplete applications or other disruption related to Internet traffic, virus, bug, or non-authorized intervention; (c) damage caused by computer virus or otherwise resulting to any computer from applicant’s access of the website, whether human, mechanical or electronic; (d) incorrect or inaccurate information whether caused by website users or by any of the programming or equipment associated with or used in the Program; or (e) undeliverable emails or applications resulting from any cause, including any form of active or passive email filtering by a user’s Internet service provider and/or email client or for insufficient space in user’s email account to receive emails. Proof of submitting information at the website is not considered proof of delivery or receipt. The Released Parties shall not be liable to any applicant or any other person for damage to such person’s computer or its contents.
APPLICABLE LAW AND DISPUTES: The Program is subject to all applicable United States federal, state, and local laws and regulations. Issues concerning the construction, validity, interpretation, and enforceability of these Program Terms and Conditions shall be governed by the laws of the State of Illinois, without regard to any principles of conflict of laws. Any dispute with respect to the Program will be resolved in either the federal or state courts located in the State of Illinois. Except where prohibited by law, all disputes arising out of or connected with the Program will be resolved individually, and without resort to class action. Sponsor is not liable for any consequential, indirect, exemplary, or punitive damages, or for attorneys’ fees; and under no circumstances will applicants, Individual Participants or Participating Companies be permitted to seek injunctive or any other equitable relief.
GENERAL CONDITIONS: This Program is subject to these Terms and Conditions. Sponsor reserves the right, in its sole discretion, to disqualify any individual it (or its authorized designee) finds to be: (i) tampering with, as applicable, the Application process or otherwise with the operation of the Program, Program Activities, or Program Website; (ii) acting in violation of these Terms and Conditions; (iii) acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten, harass, harm, mislead, or defraud any other individual or entity; or (iv) found to be otherwise in violation of law or any third party rights. Any person attempting to defraud any of the Application process or the Program in any manner or in any way tamper with the Program or the Program Website will be ineligible to participate in the Program and Sponsor will seek all remedies available to it, including, if appropriate, filing appropriate complaints with legal authorities. If, for any reason, the Program, any Program Activities or Program Website (or any portion thereof) becomes corrupted, or is not capable of running as originally planned, does not allow the proper submission and processing of Applications, or corrupts or affects the administration, security, fairness, integrity, or proper conduct of the Program, Sponsor reserves the right, in its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, modify, or suspend the Program or any portion thereof and to conduct the Program in a manner that is fair and equitable as determined by Sponsor, in its sole discretion.
Sponsor reserves the right to make changes to these Terms & Conditions at any time, and such changes will be effective immediately upon being posted on the Program Website. Each time you use the Program Website, you should review the current Terms & Conditions. You can determine when these Terms & Conditions were last revised by referring to the “LAST UPDATED” legend at the top of these Terms & Conditions. Your continued use of the Program Website will indicate your acceptance of the current Terms & Conditions; however, any change to these Terms & Conditions after your last usage of the Program Website will not be applied retroactively.
Upon termination, all provisions of these Terms & Conditions which are by their nature intended to survive termination, all representations and warranties, all limitations of liability and all indemnities shall survive such termination.
You agree that any Application and your submitted product: will be accurate; will not violate or facilitate the violation of any law or regulation; will not violate any right of a third party, including copyright, patent, trademark, privacy, or publicity rights; will not cause injury to any person or entity; and will not contain, or provide links to, obscene, profane, or threatening language, malware, political campaigning, commercial solicitation, chain letters, mass mailings, any form of “spam”, or any material that could be considered harmful, sexually explicit, indecent, lewd, violent, abusive, or degrading. You are solely responsible for the Application or your product you submit, and Sponsor assumes no liability for any Application or product submitted by you.
Sponsor cannot and does not represent or warrant that the Program will be error-free, uninterrupted, free from unauthorized access (including third-party hackers or denial of service attacks), or otherwise meet your requirements.
THE PROGRAM AND ALL INFORMATION, CONTENT, MATERIALS, SERVICES, AND APPLICATION OR PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PROGRAM (COLLECTIVELY, THE “PROGRAM CONTENTS”) ARE PROVIDED BY SPONSOR ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. SPONSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PROGRAM, THE ACCURACY OR COMPLETENESS OF THE PROGRAM, OR THAT EMAILS SENT FROM SPONSOR ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR APPLICATION IN THE PROGRAM IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMITTED BY LAW, SPONSOR DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PROGRAM, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN. THE FOREGOING PARAGRAPH SHALL NOT APPLY TO RESIDENTS OF NEW JERSEY. WITH RESPECT TO RESIDENTS OF NEW JERSEY, SPONSOR OR ITS EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PROGRAM WEBSITE, OR ANY MATERIALS THEREIN UNLESS SUCH DAMAGES OR INJURIES ARE THE RESULT OF SPONSOR’S NEGLIGENT, FRAUDULENT OR RECKLESS ACTS OR INTENTIONAL MISCONDUCT.
EACH PROVISION OF THESE TERMS & CONDITIONS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN YOU AND SPONSOR. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SPONSOR. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S).