TERMS AND CONDITIONS FOR THE PITCHMI PITCH COMPETITION
Presented by Michigan Rise Evergreen Fund (“Sponsor”)

These terms and conditions (“Terms”) govern the PitchMI Pitch Competition (the “Competition”). These Terms are entered into by and between (i) you (the “Authorized Officer”) and your startup company (the “Startup Company”), as participants in the Competition, and (ii) the Sponsor. By submitting an application that references these terms, the Authorized Officer, individually and on behalf of the Startup Company, agree to be bound by the terms set forth herein.

1. The Authorized Officer represents that each of the Startup Company’s team members are a legal resident of, and physically domiciled in the United States, including the District of Columbia. The Startup Company’s business is headquartered in the state of Michigan. The Authorized Officer has the power and authority to enter the Startup Company into the Competition, and represents that the Startup Company meets the eligibility rules of the Competition.

2. The Authorized Officer understands and agrees to these Terms, with the understanding that it will be relied upon by the Sponsor if the Startup Company is selected as a winner of the Competition. Additionally, the Authorized Officer and the Startup Company acknowledge and agree that the Competition may be subject to additional terms and conditions, rules and regulations and the Authorized Officer shall execute or agree to (on behalf of himself or herself and the Startup Company) any further instruments, documents or agreements reasonably requested by the Sponsor or, if they are unable or unwilling to execute or agree to such terms, that they will immediately inform Sponsor and withdraw from the Competition. The Authorized Officer and Startup Company acknowledge and agree that if the Startup Company is selected as a winner of the Competition, the Authorized Officer and Startup Company will be subject to a due diligence period, and any award would be subject to completion of both legal due diligence satisfactory to Sponsor and verification of information provided by the Authorized Officer and confirmation of the Startup Company’s eligibility for the Competition.

3. The Authorized Officer understands that if the Startup Company is selected, the Startup Company is solely responsible for the payment of any applicable federal, state, local or other taxes imposed as a result of winning any prize. The Authorized Officer understands that the Startup Company must complete all tax and other forms required by Sponsor as a condition precedent to receiving any prize. The Authorized Officer understands that any prize of the Competition may be subject to tax withholding and that any in-kind prize is limited by the respective providers of such in-kind prizes.

4. The Authorized Officer represents that they have: (i) not perpetrated and will not perpetrate any fraud or deception in connection with the Competition, and (iii) not sought to influence the outcome other than by participating as permitted by the Competition. The Authorized Officer agrees to, and shall cause the Startup Company and its personnel to, only present or disseminate accurate and truthful information as part of the Competition and to Sponsor.

5. Liability Release. To the maximum extent permitted by law, the Authorized Officer releases, waives, holds harmless and forever discharges Sponsor, Sponsor’s affiliates, parents and subsidiaries and all associated board members, committee members and sponsors, each of the foregoing entities’ respective officers, employees, directors, partners, representatives and agents, and all of their respective officers, directors, affiliates, agents and employees, any advertising, marketing or promotion agencies involved in the Competition, and all others associated with the development and execution of this Competition (individually and collectively, the “Released Parties”) from and against any and all liabilities, claims, actions, proceedings, judgments, costs and expenses, damages of any kind whatsoever, losses, injuries (including death) and damages to persons or property (including, without limitation, any infringement or violation of any intellectual property or other rights (including, without limitation, copyright, patent, trade name/trademark, and/or rights of privacy or publicity or portrayal in a false light)) directly or indirectly arising from or relating to, in whole or in part: (i) the Competition; (ii) Startup Company’s entry or participation in the Competition or in any Competition-related activity; (iii) the announcement or notification of the winner of the prize; (iv) Startup Company’s receipt, ownership, possession, use or misuse of the prize awarded; (v) the use by Sponsor or its designees of the Startup Company’s entry (or portion thereof); (vi) Startup Company’s actual or alleged breach of these Terms; or (vii) any typographical or other error in these Terms.

6. Publicity Release and License. For valuable consideration, receipt of which is hereby acknowledged, the Authorized Officer on behalf of himself or herself and on behalf of the Startup Company, irrevocably consents and hereby grants to Sponsor and its designees the right to use, at Sponsor’s sole discretion, the Startup Company’s and the Authorized Officers’ name, photograph, logo, video image or recording, likeness, voice, statements, opinions, biographical information and address (city and state) for advertising, promotions and publicity purposes in any and all media now known or hereafter devised, worldwide in perpetuity without limitation and without additional compensation, permission or notification (except to the extent prohibited by applicable law). Authorized Officer hereby grants the Sponsor a license to use the Startup Company’s marks and other intellectual property rights, without compensation of any kind, to advertise the Startup Company’s participation in the Competition. Authorized Officer waives any inspection or approval of the finished advertisement(s). Authorized Officer releases the Released Parties from any liability for any claim of alteration, optical illusion, or faulty mechanical reproduction, and likewise with respect to any distortion or illusion in sound reproduction.

7. Authorized Officer understands that these Terms include a full, complete and general release that applies to all disputes, claims or other causes of action, including unknown claims, related to the Competition, the prize and Startup Company’s participation in the Competition. Authorized Officer waives any right to challenge the release on grounds that it is a general release or a release of unknown claims. These Terms shall be binding upon the Startup Company’s heirs, executors and administrators.

8. Authorized Officer understands that the Startup Company must follow all applicable laws, including any securities laws, rules or regulations, related to the Startup Company’s participation in the Competition. Authorized Officer understands that nothing in this shall be construed as legal guidance and the Startup Company should consult its own attorney for any legal guidance on any laws, rules or regulations that may be implicated by the Startup Company’s application for or participation in the Competition. Authorized Officer represents that the Startup Company will not advertise the issuance or sale of its securities as part of the Competition.

9. The Authorized Officers represents and warrants that he or she has the due authorization, power and authority to bind the Startup Company to these Terms, which Terms constitute the legal, valid, and binding obligation of the Company. The Authorized Officer and the Startup Company represent and warrant that the agreement of the Startup Company to be bound by these Terms nor the consummation of the transactions contemplated herein will (a) conflict with or result in any breach or violation of any provision of the Startup Company’s governing documents, (b) constitute a breach or default (or an event that, with notice or lapse of time or both, would constitute a breach or default) under any material contract, lease, license, or other instrument to which the Startup Company is a party or by which it or its properties are bound, (c) violate any statute, rule, regulation, order, writ, injunction, or decree applicable to the Startup Company, or (d) result in the creation or imposition of any lien, charge, or encumbrance upon any property or asset of the Startup Company.