Last Updated: July 20, 2018
THESE OFFICIAL RULES CONTAIN AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST CONTEST SPONSOR (AS DEFINED BELOW) TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CONTEST SPONSOR ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
The Continuum MSP Shark Tank Contest (the “Contest”) begins at 9:00 a.m. ET on July 24, 2018 (the “Contest Start Date”) and ends on September 24, 2018 (the “Contest End Date”). The Contest is sponsored by Continuum Managed Services Holdco, LLC (the “Contest Sponsor”). The Contest Sponsor’s computer is the official clock for the Contest.
To enter the Contest:
(a) Create a presentation for a proposed business plan to market and sell Continuum cyber security services to real-estate business owners (the “Business Plan”). The Business Plan must include (i) a detailed budget; (ii) messaging or a tagline; (iii) lead generation ideas and activities; (iv) marketing resources that have been created in connection with the proposed Business Plan; (v) a sales process; (vi) a description of why the Business Plan will beat the competition; and (vii) anticipated goals and success metrics for their proposed Business Plan; and
(b) upload the Business Plan via the website located at: https://page.continuum.net/navigate/msp-shark-tank-contest-application (the “Contest Page”).
The Business Plan must be submitted between the Contest Start Date and 11:59 p.m. ET on August 31, 2018 (the “Submission Period”). If you are selected as one of the four (4) finalists pursuant to Section 4 below, you will be required to make a five (5) minute presentation on your Business Plan during a formal, on stage presentation at Navigate 2018, taking place in Boston, MA (“Navigate Conference”).
By entering the Contest, you agree that you have read and will abide by these Official Rules. Limit of one (1) entry per entrant. If an entrant submits more than one (1) entry, such entrant may be disqualified. Participation in the Contest is voluntary.
The grand prize winner of the Contest will receive $15,000 USD. Odds of winning are affected by the number of eligible entries received by the Contest Sponsor during the Submission Period. The prize will be awarded to the grand prize winner within thirty (30) days of such winner’s official selection as the grand prize winner, as set forth in these Official Rules. There is no substitution or transfer of prize allowed. All federal, state, and local taxes, if any, are the responsibility of the winner. All winners will be issued a Form 1099-Misc for the value of the prize.
In order to be eligible for entry into the Contest, participants must 18 years or older and (i) be a Managed Service Provider Partner of Continuum (the “Partners”), (ii) receive an email invitation to the Contest; and (iii) register for and attend the Navigate Conference. The individual who submits the Contest entry will be deemed the entrant. Individuals who enter, but do not attend the Navigate Conference will be deemed ineligible to participate. By participating in the Contest, each entrant accepts the terms and conditions stated in these Official Rules, agrees to be bound by the decisions of the Contest Sponsor and warrants that s/he is eligible to participate in the Contest. Entries are limited to Managed Service Provider Partners of Continuum participating in the Navigate Conference. Employees, independent contractors, officers, and directors of the Contest Sponsor, its affiliates and subsidiaries, and their respective advertising, promotion, and fulfillment agencies, and legal advisors, and their immediate family members and persons living in the same household, are not eligible to participate in the Contest. CONTEST IS VOID WHERE PROHIBITED OR RESTRICTED BY LAW and is subject to applicable federal, state, provincial/territorial and local laws and regulations.
Entries that are submitted in connection with the Contest will only be eligible if:
(a) the submission materials do not contain content that is unlawful, inappropriate, tortious, defamatory, libelous, slanderous, hateful or obscene or that disparages any of the Released Entities (as defined below) or any other person in any respect, in each case, in the Contest Sponsor’s sole discretion;
(b) the submission materials are the original work of the entrant;
(c) the submission materials do not contain material that violates or infringes another’s rights, including but not limited to privacy, publicity or intellectual property rights, or that constitutes copyright infringement; nonetheless, the submission materials may contain Contest Sponsor’s brand name and logos;
(d) the submission materials do not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
(e) the submission materials otherwise comply with these Official Rules.
Four (4) finalists will be selected from the eligible entries received during the Submission Period by a panel of experts, in their sole discretion, using the following criteria to judge the Business Proposals received during the Submission Period: (i) creativity and likelihood of success; (ii) plan for winnings; (iii) projected customer response; (iv) inclusion of Contest Sponsor resources/products; and (v) presentation quality (the “Selection Criteria”). Participants may be awarded up to ten (10) points per criteria, for a total of fifty (50) points. In the event of a tie, the participant with the highest score for (i) creativity and likelihood of success will be deemed a finalist. The finalists will posted on the Contest Page [and notified by e-mail] on or prior to September 8, 2018. Such notification shall include instructions for proper acceptance of the opportunity to participate in the grand prize presentation at the Navigate Conference. In the event (a) a potential finalist does not accept such opportunity within forty-eight (48) hours of the e-mail notice or (b) a potential finalist is ineligible or otherwise non-compliant with these Official Rules, Contest Sponsor may, but is not obligated to, select an alternate finalist in accordance with the criteria set forth above.
Grand Prize Winner
Each of the four (4) finalists will be required to make a five (5) minute presentation on his/her Business Plan during a formal, on stage presentation at Navigate 2018. Following the presentation, the panel of experts will judge each presentation and select the grand prize winner, in their sole discretion, using the Selection Criteria. Participants may be awarded up to ten (10) points per criteria, for a total of fifty (50) points. In the event of a tie, the participant with the highest score for (i) creativity and likelihood of success will be deemed the grand prize winner. The panel of experts will notify the grand prize winner prior to the end of the Navigate Conference. The grand prize winner must be present at the Navigate Conference in order to be eligible to win the grand prize. Such notification shall include instructions for proper acceptance of the grand prize by the grand prize winner. In the event a grand prize winner is ineligible or otherwise non-compliant with these Official Rules, the Contest Sponsor may, but is not obligated to, select an alternate grand prize winner in accordance with the criteria set forth above.
The Contest Sponsor is not responsible for and shall not be liable for late, lost, misdirected or unsuccessful efforts to notify an potential finalist or grand prize winner. Each finalist and the grand prize winner agree to Contest Sponsor’s use of his or her name, city, state (if applicable), country, likeness, and/or prize information for promotional purposes in any medium without additional compensation to the extent permitted by law. Where lawful, potential finalists and the grand prize winner may be required to sign and return an Affidavit of Eligibility, Release of Liability, and Publicity Release as a condition to qualifying as a finalist or the grand prize winner.
By submitting a Business Plan to the Contest Sponsor in connection with the Contest (including, without limitation, the live PowerPoint presentation and its contents), you hereby represent and warrant that you have the right to grant, and do hereby grant, to Contest Sponsor and the panel of experts all rights necessary or useful for Contest Sponsor and the panel of experts to operate and promote the Contest. You hereby represent and warrant that the content has not been copied from any third party and its use by Contest Sponsor will not infringe or involve the misappropriation of any third party rights and agree to indemnify and hold harmless Contest Sponsor and panel of experts from and against any breach of this representation and warranty. You understand that if selected as a finalist you will be required to present your Business Plan publicly and to a live audience. Under no circumstances will the Contest Sponsor, the panel of experts or anyone else be required to treat such content as confidential. You understand that the Contest Sponsor and the panel of experts will be entitled to use the content in accordance with this Section without permission from, compensation to, or credit to you or any other person. For the avoidance of doubt, the Contest Sponsor and panel of experts will not be liable to you or any other person for any ideas for the Contest Sponsor’s business (including, without limitation, product designs or ideas) derived from the content and will not incur any liability as a result of any similarities to the content that may appear in any future products, services or technology of Contest Sponsor.
You understand that your Business Plan may be similar to a project that the Contest Sponsor or any of the panel of experts may be doing or may want to do in the future, and therefore agree as follows:
(a) I acknowledge that the Business Plan is submitted voluntarily and not in confidence or in trust and that no confidential or fiduciary relationship is intended or created between me, regardless of whether my materials are reviewed, I am selected, or chosen as the grand prize winner, and the Contest Sponsor by reason of such submission or otherwise. Nothing in this Agreement, or the submission of the Business Plan, shall be deemed to place Contest Sponsor in any worse position than any member of the public with respect to the Business Plan. Accordingly, without limiting any of the rights and releases I have granted herein, any part of the Business Plan which could be freely used by any member of the public may be used by the Contest Sponsor without liability to me or any other party claiming from or through me.
(b) I understand and agree that any activities of the Contest Sponsor that are similar to or identical with the Business Plan or containing features or elements similar to or identical with those contained in the Business Plan shall not obligate the Contest Sponsor to negotiate with me nor entitle me to any compensation or other entitlement.
You agree that no obligation of any kind is assumed by the Contest Sponsor or may be implied against the Contest Sponsor (including, without limitation, any obligation to pay money) by reason of your receipt or potential or actual review of the Business Plan or any discussions or negotiations you may have. Without limiting the foregoing, you specifically acknowledge and agree that you do not and will not under any circumstances have or assert any so-called “idea submission” or similar claim against the Contest Sponsor.
The Contest Sponsor, the panel of experts, the Shark Tank Entities (as defined below) and their respective agents, directors, officers, shareholders, employees, insurers, servants, parents, subsidiaries, divisions, affiliates, predecessors, successors, representatives, advertising, promotion, and fulfillment agencies, and legal advisors (the “Released Entities”), are not responsible for, shall not be liable for, and hereby disclaim, to the fullest extent permitted by law, all liability arising from or relating to: (a) late, lost, stolen, delayed, damaged, misdirected, misaddressed, incomplete, unintelligible or postage-due entries; (b) telephone, electronic, hardware or software program, network, Internet, computer or other malfunctions, failures, or difficulties of any kind, whether human or technical; (c) failed, incomplete, garbled, or delayed computer or e-mail transmissions; (d) any condition caused by events beyond the control of the Contest Sponsor; (e) any injuries, losses, or damages of any kind arising in connection with or as a result of the prize, or acceptance, possession, or use of the prize, or from participation in the Contest; or (f) any printing or typographical errors in any materials associated with the Contest. The Contest Sponsor reserves the right, in its sole discretion, to suspend, modify or cancel the Contest should any unauthorized human intervention or other causes beyond the Contest Sponsors’ control corrupt or affect the administration, security, fairness or proper conduct of the Contest. In the event that proper administration of the Contest is prevented by such causes as contemplated above, the Contest Sponsor will select the grand prize winner from all eligible, non-suspect entries received prior to such occurrence. By participating in the Contest, participants (including the grand prize winner) agree: (i) to release, discharge and hold harmless the Released Entities, and all others associated with the development and execution of the Contest, from any and all losses, damages, rights, claims and actions of any kind arising out of or relating to these Official Rules, the Contest, participation in the Contest, the prize, and/or acceptance, possession, use or misuse of the prize, including but not limited to statutory and common law claims for misappropriation or participant’s right of publicity, and (ii) not to disparage any Released Entity or any of their respective products, services or works. The grand prize winner will indemnify the Released Entities against all claims, damages, liabilities and expenses (including reasonable attorney’s fees) arising out of any breach of these Official Rules. The Contest, and all disputes, claims or controversies arising from these Official Rules, shall be governed by Massachusetts law, without regard to its conflict of laws provisions.
You acknowledge that Mark Burnett Game Shows, Inc., Mark Burnett Productions, Inc., JMBP, Inc., One Three, Inc., Sony Pictures Television Inc., and American Broadcasting Companies (the “Shark Tank Entities”) are not affiliated with, a sponsor of, nor do they endorse this Contest or participation in this Contest.
I agree to defend (at indemnitees’ option) and indemnify the Released Entities and hold the Released Entities harmless from and against all liability, actions, claims, demands, losses or damages (including attorneys’ fees and costs and punitive damages) caused by or arising out of your use of the Business Plan or any rights granted by me herein in any manner, or as a result of any breach or alleged breach of any of my representations or warranties herein, including, but not limited to, those set forth in Paragraph 5, above.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
(a) Agreement to Arbitrate: This Section is referred to in these Official Rules as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and the Contest Sponsor, whether arising out of or relating to these Official Rules, the Contest, your participation in the Contest, the prize, acceptance, possession, use or misuse of the prize, any advertising, or any aspect of the relationship between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by participating in the Contest, you and the Contest Sponsor are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
(b) Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND THE CONTEST SPONSOR AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE CONTEST SPONSOR AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
(c) Pre-Arbitration Dispute Resolution: The Contest Sponsor is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing the Contest Sponsor’s support team at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to the Contest Sponsor should be sent to Continuum Managed Services Holdco, LLC, Attn: Michael Barnes, 99 High Street, 31st Floor, Boston, MA 02110 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If the Contest Sponsor and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or the Contest Sponsor may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Contest Sponsor or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Contest Sponsor is entitled.
(d) Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Official Rules as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Official Rules and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless the Contest Sponsor and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, the Contest Sponsor agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
(e) Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
(f) Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
(g) Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Official Rules will continue to apply.
Continuum Managed Services Holdco, LLC
99 High Street
Boston, MA 02110
For a winner list, visit the Contest Page. The winner list will be posted after winner confirmation is complete.
The Contest Sponsor reserves the right to prosecute and seek damages against any individual who attempts to deliberately undermine the proper operation of the Contest in violation of these Official Rules and/or criminal and/or civil law.
Copyright © 2018 Continuum Managed Services Holdco, LLC. All rights reserved. Continuum and any associated logos are trademarks of the Contest Sponsor. “Shark Tank” and any associated logos are a trademark of Sony Pictures Television Inc., and are used with permission.