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{Terms and Conditions of Participation – Australia}

{Terms and Conditions of Participation – Australia}


The SEEDS of CHANGETMAccelerator Program (the “Program”) is designed to help early stage food-focused companies fast-track growth and live their purpose to build a healthier and more sustainable future. By submitting a Program application and participating in the Program, you agree to be bound by these Terms and Conditions(“Terms”) and by the decisions of Mars Australia Pty Ltd (ACN 008 454 313) (“Mars”), which are final and binding in all matters relating to the Program. If you do not agree, please do not participate in the Program. 

Application Details: To have your organisation considered for this Program, you must (i) be an early-stage private for-profit organisation, private non-profit organisation, or public non-profit organisation; (ii) be based in Australia and with a principal place of business in Australia; (iii) have held an ACN or ABN; (iv) be an active member of the food or agribusiness supply chain at the time of applying for the Program; and (v) submit a Program application from the website As part of the application, you will be required to answer a series of short essay questions. Incomplete applications will not be considered. 

By submitting an application, you represent and warrant that the materials submitted are your own original work and that the application materials do not violate any law, regulation or any right of any third-party, including but not limited to rights of copyright, trademark, publicity and/or privacy. 

Deadline: Applications must be received no later than July 19, 2019 to be eligible.

Selection of Winners: Mars will evaluate all eligible applications and select up to 15 organisations (each, a “Finalist”) to participate in a pitch competition to be held in Sydney Australia on August 8, hosted by Mars.  Finalists will receive reimbursement for reasonable travel and accommodation expenses related to the pitch competition, subject to Mars’ preapproval in writing. Up to six (6) “Winners” will be selected from the pitch competition and will be invited to participate in the Program. Winners will receive reimbursement for reasonable travel and accommodation expenses related to participation in the Program, subject to Mars’ preapproval in writing. Mars reserves the right to require appropriate documentation of expenses. Mars shall be solely responsible for determining which travel expenses qualify for reimbursements and may, in its sole discretion, decline to reimburse unreasonable expenses.

All decisions related to Finalist and Winner selection, including the number of Finalists and Winners, are within the sole and absolute discretion of Mars. Finalists and Winners will be selected based on factors deemed relevant in Mars’ sole discretion, which may include, among other factors:

  1. Advances the Program Goals – How the organisation advances and reflects the Program goals;
  2. Pitch Deck – The quality and strength of the organisation’s pitch deck;
  3. Impact and Vision– Whether the application demonstrates a need for funding and a strong business plan that will maximize the impact of the grant; 
  4. Leadership – Strength of the leadership team and ability to execute the organisation’s long-term objectives;and
  5. Additional criteria as notified by Mars.

It is a condition of selection that you enter into a subsequent agreement with Mars regarding your participation in the Program. 

Confidentiality: You and Mars each agree that information disclosed or created under these Terms that is not generally known to the public will not be disclosed or used other than for Program-related activities, as required by law, or as otherwise agreed by the parties. Notwithstanding the foregoing, Mars shall have the right to disclose such information to third party service providers only to the extent reasonably necessary to administer the Program. 

You acknowledge and agree that information you provide to Mars or any other person in connection with the Program may be used by Mars, FIAL or third parties for the purposes of reviewing and analysing the performance of Winners and the conduct and delivery of the Program and to improve the Program and similar programs. Winners may be required to complete surveys or provide reports both during and at the conclusion of the Program for those purposes. You acknowledge that you may be contacted by Mars or a third party for the same review and analysis purposes on a periodic basis for up to 2 years after the completion of the Program, and agree to co-operate with any related reasonable requests for information.

Access to Grant Funding: Food Innovation Australia Ltd (FIAL), a Commonwealth Government funded entity, and Central Coast Industry Connect Ltd (CCIC), a not for profit Cluster, are supporting this Program including provision by FIAL of up to 6 x $40,000 Program Grants and FIAL and CCIC participation in selecting Finalists and Winners. 

Winners will be eligible to receive up to $40,000 AUD in grant funding to be used to help accelerate their business plan. Grant funding will be distributed according to the following parameters: (i) following confirmation of eligibility, Winners will receive an initial, one-time grant of $10,000 to be distributed within 2 weeks of Program commencement; (ii) Winners will receive a second grant of $10,000 following completion of the 2-day ‘boot camp’-style capability building event to be run in October 2019 (Australian capital city location TBC) and upon satisfying the Accelerator Core team that satisfactory progress is being made; (iii) a third, variable grant of up to $20,000 may be awarded by Mars to support specific program delivery, depending on the specific needs of the Winner, and paid directly to service providers and suppliers who support mutually agreed Program objectives. Mars reserves the right not to award variable grants to some or all Winners and retains sole discretion as to the value of variable grants that may be awarded to each Winner. 

It is a condition of the award and acceptance of any grant in connection with the Program that the Winner enter into a separate agreement in writing with Mars and any other relevant party regarding the allocation and use of any grant funding and any associated obligations of the Winner, which will apply in addition to these Terms and will only replace or supercede these Terms to the limited extent of any inconsistency between such agreement and these Terms. 

If a potential grant recipient declines or forfeits the grant, or is determined by Mars to be ineligible or non-compliant under these Terms, an alternate potential grant recipient may be selected. All details related to the SEEDS of CHANGETMAccelerator shall be within the sole discretion of Mars.

Grants must be used for the benefit of the grant recipient’s business which was the subject of the pitch competition. Grants are not transferable and may not be substituted. Grant recipients are solely responsible for any federal, state, and/or local taxes resulting from grants. Improper use of grants, as determined by Mars in its sole discretion, may result in a breach of contract and Mars may request a return of the funds awarded. Grant recipients may be required to submit documentation or other proof in response to a request on behalf of Mars to confirm appropriate use of the funds, and agree to promptly satisfy all such requests.

No Obligation: Except for the possible reimbursement and grant payments described in these Terms, Mars will have no further obligations to you under these Terms or resulting from your participation in the Program.     

Intellectual Property: To the extent any rights, title and interest in and to any intellectual property is owned by or licensed to a Finalist, the Winner or Mars before the commencement of the Program (“Background IP”), ownership to such Background IP will be retained by its owner. To the extent a Finalist or the Winner or Mars creates or develops any intellectual property or associated rights in the course of participating in the Program (“Program IP”), such Program IP will be owned by its creator. Any Background IP and Program IP owned by a Finalist or the Winner will not be assigned to Mars save through separate agreement in writing between the relevant parties (if applicable). Any intellectual property (including Background IP and Program IP) or associated rights owned by or licensed to Mars will not be assigned or licensed to a Finalist or Winner save through separate agreement in writing between the relevant parties (if applicable). 

Option to acquire rights to Intellectual Property: Each Winner acknowledges and agrees that, save for any licence arrangement in relation to its Background IP, where such arrangement predates the Winner’s participation in the Program, the Winner hereby grants to Mars an exclusive option and first right of refusal to take a worldwide exclusive licence or assignment in respect of all of the Winner’s Background IP (subject to any pre-existing licence arrangement) and Program IP (“Option”) exercisable by Mars at any time while the Winner is participating in the Program and for a period of 12 months thereafter (“Option Period”).  During the Option Period: (a) the Winner must not assign or license (or offer to assign or license) any part of its Background IP or Program IP without first notifying Mars of its right to exercise the Option; and (b) Mars may provide written notice to the Winner at any time that it wishes to exercise the Option, in which case, the Winner and Mars must use their best endeavours to exclusively negotiate in good faith the terms of such licence or assignment agreement, finalise and execute the agreement within 120 days (“Exclusive Negotiation Period”). In the event the parties fail to execute the licence agreement by the end of the Exclusive Negotiation Period, the Winner may license such intellectual property to a third party but may not do so on financial terms that are less favourable to the Winner than the financial terms that were offered by Mars.

Investment Opportunity: During the Option Period, the Winner must inform Mars of and invite Mars to participate in any security offering, capital raising, debt raising, or other investment opportunity open to new investors of the Winner (other than current shareholders or investors in the Winner’s company or business). During the Option Period, Mars will have the first rights on any investment opportunity of the Winner, and on terms no less favourable than those available to any other new investor. The Winner may only offer investment opportunity to any other new investor after Mars has declined to invest but may not do so on terms that are less favourable to the Winner than the terms that were offered by Mars.   

Publicity: Except where prohibited by law, by accepting a grant, the recipient organisation consents to permitting Mars, SEEDS of CHANGETM,  and their respective affiliates, parent company and/or subsidiaries, to use the grant recipient organisation’s and members’ names, and members’ likenesses, photographs, and statements (whether oral or written) for advertising and publicity purposes in any and all media worldwide (including award recipients list) without additional compensation or notification. 

Limitation of Liability: By participating, participants release Mars, SEEDS of CHANGETMand their respective affiliates, parent, and subsidiary companies, and their respective employees, agents and officers, judges, advertising and promotion agencies, as well as all individuals and entities associated with the development and execution of the Program (collectively, the “Released Parties”), from and against any and all liability for any loss, harm, damages, cost or expense arising out of participation in the Program, or participating in any Program-related activity or the acceptance, use or misuse of any grant, including without limitation costs, injuries, losses and damages related to personal injuries, death, damage to, loss or destruction of property, rights of publicity or privacy, defamation, or portrayal in a false light, or from any and all claims of third parties arising there from, and with respect to or in any way arising from the Program, the grants, or in any activities related to the Program and/or the grants. Mars reserves the right, in its sole discretion, to disqualify any organisation or participant, at any time during the Program, that engages in conduct that is obnoxious, threatening, or illegal, or that could undermine the legitimate operation of the Program.

Dispute Resolution and Governing Law: Except where prohibited, all applicants and grant recipients agree that in the event of any controversy, claim, action, or dispute arising out of or related to this Program, any related award, or the breach, enforcement, interpretation, or validity of these Terms or any part of it (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. 

Notice shall be sent:

(1) to Mars or SEEDS of CHANGETMat: Mars Australia Pty Ltd, 4 Corella Close, Berkeley Vale, NSW, 2261

(2) to you at: the contact information on file with Mars.

Both you and Mars agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party. 

IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that you and we would have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such Disputes shall be exclusively submitted to the Institute of Arbitrators and Mediators Australia for binding arbitration under its rules then in effect, before one arbitrator to be mutually agreed upon by both parties. 

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of this Program or these Terms is void or voidable.

All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms, or the rights and obligations of the applicant, Mars and SEEDS of CHANGETMin connection with the Program, shall be governed by, and construed in accordance with, the laws of the State of New South Wales, Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and their courts of appeal.