PepsiCo

Terms and Conditions

BY SUBMITTING AN APPLICATION YOU CONSENT AND AGREE TO BE BOUND BY THESE TERMS & CONDITIONS.

BY SUBMITTING AN APPLICATION, YOU AGREE TO ACCEPT THE TERMS OF THE PRIVACY POLICY, THESE TERMS AND CONDITIONS AND THAT YOUR APPLICATION AND THE PERSONAL INFORMATION COLLECTED FROM YOU IN CONNECTION HEREWITH WILL BE HELD BY WALKERS SNACKS AND PEPSI-COLA INTERNATIONAL, CORK (THE “SPONSORS”). SPONSORS’ USE OF YOUR PERSONAL INFORMATION IS SUBJECT TO THE SPONSORS’ PRIVACY POLICY.

NO PURCHASE NECESSARY. ONLY OPEN TO COMPANIES INCORPORATED AND OPERATING IN THE EUROPE, RUSSIA OR TURKEY. VOID WHERE PROHIBITED.

1. PepsiCo10: PepsiCo10 is an opportunity to accelerate your business by sharing ideas and gaining unparalleled access to PepsiCo brand experts, media specialists and venture capital mentors. Following an initial entry phase up to 40 media and technology companies will be invited to present a formal Request For Proposal (RFP) and three (3) minute introduction video to PepsiCo and its partners. From there, up to ten (10) companies will be chosen and asked to attend a partnership kickoff meeting in London, UK. Each company will be expected to send a representative in person and will be required to cover their own travel and accommodation for this unique PepsiCo10 experience where they will meet with the PepsiCo UK brand teams to explore the opportunity of pursuing a pilot project with a PepsiCo UK brand team.
2. Applications: Interested companies should submit an application on-line at www.pepsico10.com under the “SUBMIT NOW” button, describing a potential business solution (“Business Solution”) in one of the following 5 categories: (1) Social Media Community Based Marketing; (2) Mobile Marketing: On the Phone, Tablets and Beyond; (3) Retail Based Marketing; (4) Digital Video; and (5) Gaming/Learning Platforms. Participants should also describe how their Business Solution can impact PepsiCo’s Performance with Purpose goals of human, environmental and talent sustainability. Applications will be accepted from 00:01:01am GMT on 1st June 2011 until 11:59:59pm GMT on 15th July, 2011. Participants who are invited to continue the process will be asked to provide video submissions and may be asked to participate in interviews and submit additional materials, at the Sponsors’ sole discretion.

3. Eligibility: The PepsiCo10 (the “PepsiCo10 Program”) is open to small media and technology companies (“Participants”) with a viable product or service ready for business application that is ready for use in the United Kingdom. Participants may have already publicly launched a solution or be “in beta” (public or private) at the date of application. Participants’ product or service must not have been available in the marketplace for more than two (2) years as of 1st June 2011. Employees of the Sponsors, their respective parent companies, subsidiaries, affiliates, divisions, distributors, suppliers, printers, distributors and advertising, promotion and agencies and the immediate family members of such employees (parent, child, sibling, spouse) and persons living in the same household as such employees (whether related or not) (collectively the “Connected Parties” and each a “Program Party”) are eligible to participate but must do so on behalf of an organization and they must divulge their relationship with the Sponsors in their Application.

   Sponsors (and/or its designated agent(s)) in its sole and absolute discretion, makes the final determination as to which Participants and Applications are accepted and are eligible to take part in the PepsiCo10 Program.

   Participants should be prepared to submit the following:

   1. Documentation to support your eligibility;
   2. A project plan with proposed reporting milestones;
   3. A letter of reference from an individual who knows your company well and has been in a position to evaluate your work (partner, supplier, client, trade association official, etc.); and
   4. If you are partnering with an organization to implement the project, you will need to submit a letter from that organization (on their letterhead) stating they are part of the idea.

4. The Rewards: There are 10 finalist places available to successful applicants in connection with the PepsiCo10 Program, giving your company the opportunity to work with the PepsiCo10 brand experts, media specialists and venture capital mentors and the potential to work on a pilot program with a PepsiCo UK brand. The exact number of pilot places available will determined by the Sponsors in their absolute discretion.

   Whilst the Sponsors cannot guarantee that each finalist company will participate in a pilot program, each successful finalist company will receive a prize of £10,000 in the form of a cheque payable to the participant company within 90 days of the official announcement of the finalists regardless of whether or not their proposal is integrated into a pilot program.

5. Terms of Application Submission. PLEASE READ THE FOLLOWING CAREFULLY BEFORE SUBMITTING YOUR APPLICATION.

   For good and valuable consideration (including, without limitation, the possibility of publicity using your name, company name and logo and application information), the receipt and sufficiency of which are hereby acknowledged, Participant is submitting certain idea(s), design(s), concept(s), communication(s) and/or material(s) (the “Application”) for the benefit of Sponsors upon the following express understandings and conditions:

   1. Participant represents and warrants that their entire Business Solution: (i) is wholly original; (ii) has been legally obtained or created; (iii) does not violate applicable local and European laws or regulations; (iv) does not infringe the intellectual property rights of any third party; (v) the Participant has not granted or transferred any rights in or to the Business Solution to any third party prior to the date of submission; (vi) Participant has not done anything which has impaired and will not do anything to impair the rights granted to Sponsors in any way; and (vii) is capable of use by Sponsors within the United Kingdom.
   2. Participant agrees to indemnify and hold harmless, Sponsors and their subsidiaries, affiliates, successors, licensees, and assigns, and the directors, officers, agents, equity holders and employees, from and against any and all claims, losses, costs, damages, liabilities and costs and expenses (including reasonable legal fees costs) which arise directly out of any breach of any of their covenants, agreements, obligations, representations or warranties set forth herein or otherwise in connection with their Application or Business Solution.
   3. The Business Solution shall at all times remain the property of the Participant and it is the Participant’s responsibility to ensure that the Business Solution and any intellectual property therein is adequately protected. Notwithstanding the foregoing the Participant grants Sponsors (and their respective parent companies, affiliates and subsidiaries) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license to use Participant’s Business Solution for and in connection with the PepsiCo10 Program if the Business Solution is chosen by the Sponsors for implementation in a UK pilot program.
   4. Participant grants Sponsors (and their respective parent companies, affiliates and subsidiaries) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license to host, copy, distribute, display, publicly perform and otherwise exploit: (i) any videos (and/or any portion thereof) submitted by Participant to Sponsors in connection with the PepsiCo10 Program, (ii) any photos, videos, audio or other recordings of Participant taken during participation in the PepsiCo10 Program and (iii) Participant’s image, likeness and voice, all without any payment to Participant, for use on television, radio, digital and any and all other media, which Sponsors shall determine in its sole discretion.
   5. Participant acknowledges and agrees that as a result of the independent efforts of the Sponsors or any of the Connected Parties, the Sponsors may have developed or may in the future develop products, technologies or other information similar to that disclosed by the Participant, and Participant shall not make any legal claims against the Sponsors relating thereto.
   6. Participant acknowledges and understands that the Sponsors make no commitment to maintain the confidentiality of the Application or the Business Solution. A Participant should only submit an Application if Participant is comfortable with sharing the Business Solution and other Application information.
   7. Participant acknowledges and understands that in order to be eligible to implement a Business Solution in a pilot program with PepsiCo, if selected Participant must agree to work exclusively with PepsiCo for the duration of any pilot program, all of which are anticipated to have been completed by 19/09/2012.
   8. Participant acknowledges and understands that by submitting an Application, even if selected as a finalist for the PepsiCo10 Program, there is no guarantee that any Business Solution will be implemented by the Sponsors or their respective parent companies, affiliates or subsidiaries. The Sponsors expressly reserve the right to cancel, modify or postpone the entirety or portions of this PepsiCo10 Program at any time, in its sole discretion.
   9. Applications that do not comply with these Terms & Conditions or that otherwise contain prohibited, or inappropriate content as determined by the Sponsors, at their sole discretion, will be disqualified and will not be considered. The Sponsors make the final determination as to which Applications and Participants are eligible to take part in the PepsiCo10 Program.
   10. In the event your company is selected to as a PepsiCo10 finalist, you will be asked to sign a confidentiality agreement in order to participate. Each finalist will be expected to send a representative in person to the meeting in London, United Kingdom and are responsible for arranging their travel and accommodation in respect to this meeting, including any visa and other customs arrangements.
   11. Participant acknowledges and understands that they are responsible for any and all costs and expenses incurred in relation to their participation in the PepsiCo10 Program, including participation in a pilot program if selected.
   12. Participant warrants that any information, statements and representations supplied in the Application or otherwise pursuant to the PepsiCo 10 Program are, to the best of their knowledge and belief, true and accurate.

6. Limitation of Liability.

   No liability or responsibility is assumed by Sponsors resulting from any user's participation in or attempt to participate or ability or inability to upload or download any information in connection with participation. No responsibility or liability is assumed by Sponsors for technical problems or technical malfunction arising in connection with any of the following occurrences which may affect the submissions: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any e-mail transmissions to be sent or received; lost, late, delayed or intercepted e-mail transmissions; inaccessibility of the website in whole or in part for any reason; traffic congestion on the internet or the Sponsors’ websites; unauthorized human or non-human intervention, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect hereof, or loss, miscount, misdirection, inaccessibility or unavailability of an email account used in connection herewith.

   By participating in the competition, to the extent permissible by law the Participant releases the Sponsors from any and all claims, damages or liabilities arising from or relating to such Participant’s participation in the PepsiCo10 Program. Nothing in this clause shall act so as to exclude the Sponsors’ liability for death or personal injury as a result of its negligence.

7. General Conditions

   1. In the event any Tax becomes due by reason of this Agreement, such Tax shall be borne by the party upon whom such Tax is imposed by applicable law. For the purposes of these Terms and Conditions "Tax" means: all foreign, federal, state, provincial, local and other taxes, fees, levies, duties and other assessments or charges of whatever kind (including without limitations, income, excise, stamp, transfer, property, value added, real estate, sales, payroll, gains, gross receipts, withholding and franchise taxes) together with any interest penalties, or additions payable in connection with such taxes, fees, levies, duties or other assessments or charges.
   2. If for any reason the competition is not capable of running as planned, including without limitation, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the competition, including weather, fire, strike, acts of war or terrorism, or any other condition beyond their reasonable control the Sponsors reserve the right, at their sole discretion to cancel, modify or terminate the PepsiCo10 Program.
   3. The Sponsors reserve the right, at its sole discretion, to disqualify any participant deemed to be (a) tampering or attempting to tamper with the entry process or the operation of the PepsiCo10 Program or any Sponsors’ website; (b) violating these Terms and Conditions; (c) violating the terms of service, conditions of use and/or general rules or guidelines of the Sponsors’ websites, or (d) acting in an unprofessional or disruptive manner, or with intent to annoy, abuse, threaten or harass any other participant.
   4. The Sponsors reserve the right to carry out reasonable due diligence to confirm eligibility and help ensure that the use of any Participant in advertising or publicity for the PepsiCo10 Program will not bring the Sponsors or any PepsiCo brand into public disrepute, contempt, scandal or ridicule or reflect unfavorably on the competition as determined by Sponsors in their sole discretion. In the event the Sponsors are not satisfied with the above following such due diligence, the Sponsors reserve the right to disqualify any such Participant.
   5. The Sponsors’ decisions are final and no correspondence will be entered into.
   6. Prizes are as stated. There are no cash or other alternatives to the stated prizes and unless otherwise agreed in writing by the Sponsors, the prizes will only be awarded directly to the winning finalists. The Sponsors reserve the right to provide alternative prizes of equal or greater value in the event of unforeseen circumstances.
   7. Any personal data relating to participants will be used in accordance with current data protection legislation and will not be disclosed to a third party (other than the Sponsors’ authorized agents for the purposes of running the competition) without the individual’s prior consent.
   8. The PepsiCo10 Program and these Terms and Conditions are governed by the laws of England and Wales. By taking part in the competition you agree to submit to the exclusive jurisdiction of the courts of England.
   9. All third party trademarks are the property of their relevant owners. All rights reserved.

The Sponsors are Walkers Snacks Limited, 1600 Arlington Business Park, Theale, Berkshire, RG7 4SA and Pepsi Cola International, Cork Limited, Unit A, 3rd Floor, Apex Business Centre, Blackthorn Road, Sandyford, Dublin 18. Please do not send any correspondence to either address.