Shopify App Challenge Official Rules

1. KEY DATES:

The Shopify App Challenge (the "Challenge") begins on April 13th, 2020 at 05:30p.m. Eastern Time ("ET") and ends on May 19th, 2020 at 11:59 p.m. ET (the "Challenge Period").

2. ELIGIBILITY TO ENTER:

The Challenge is open to any individual or company that is subject to and eligible as a Partner in good standing in terms of Shopify's Partner Program Agreement (the "PPA") and -

• for individuals: must be legal residents of any one of the United States (excluding Arizona, Florida, Maryland, Vermont, Delaware, Louisiana and Montana), the District of Columbia, Canada (excluding Quebec), the United Kingdom, New Zealand or Denmark (collectively, "Territory"); except employees, representatives or agents (and those with whom such persons are living, whether related or not) of Shopify, Inc. (the "Sponsor"), its subsidiaries, affiliates, prize suppliers, advertising/promotion agencies and any other individual(s), entity or entities involved in the development, production, implementation, administration, judging or fulfillment of the Challenge (collectively, the "Challenge Parties"). Any individual who is eligible to participate in this Challenge in accordance with these criteria (as determined by the Sponsor in its sole and absolute discretion) will hereinafter be referred to as an "Eligible Individual".
• for companies: must have a registered head office or principal place of business in the Territory. Any company that is eligible to participate in this Challenge in accordance with these criteria (as determined by the Sponsor in its sole and absolute discretion) will hereinafter be referred to as an "Eligible Company". Each Entry (as defined below) must be submitted - and any and all actions contemplated herein on behalf of an Eligible Company must be completed - by an authorised representative of the Eligible Company who: (a) has authority to and permission from the Eligible Company to participate in the Challenge on behalf of the Eligible Company, and (b) has the authority to legally bind the Eligible Company - including, without limitation, to the terms and conditions of these Official Rules of the Challenge (the "Rules") and to any other required documentation as contemplated in these Rules.

Each Eligible Individual and each Eligible Company will hereinafter collectively be referred to as an "Eligible Entrant".

3. AGREEMENT TO BE LEGALLY BOUND BY RULES:

By participating in this Challenge, each Eligible Entrant is signifying their agreement that they have read and agree to be legally bound by the terms and conditions of these Rules, in addition to any other terms and conditions that apply to them under the PPA.

4. HOW TO ENTER:

NO PURCHASE NECESSARY TO ENTER OR WIN. VOID WHERE PROHIBITED. MAKING A PURCHASE WILL NOT INCREASE OR OTHERWISE IMPACT AN ELIGIBLE ENTRANT'S CHANCES IN THIS CHALLENGE.

To enter, an Eligible Entrant must go to shopify.com/partners/app-challenge (the "Website") and follow the on-screen instructions and prompts to complete the following steps -

• Obtain and fully complete all Challenge forms (collectively, the "Entry Form") with all required information. Each Entry Form must include:

  • a video pitch (maximum length: 2 minutes) demonstrating a Public Application, as defined in the PPA, created by the Eligible Entrant (an "App") specifically for this Challenge, that the Eligible Entrant feels will drive meaningful impact to local businesses in light of the current global pandemic (the "Theme"); and
  • a description as required by Shopify (the "Description") which outlines (i) the Eligible Entrant's App and how it reflects the Theme (ii) the uniqueness of this App; and (iii) the Eligible Entrant's total addressable market and pricing plan.

• Create the App in the Eligible Entrant's Shopify account at any time starting from April 13th, 2020 at 17:30 p.m. ET until May 10th, 2020 at 11:59 p.m. ET.

When all required steps of the submission process are complete, the Eligible Entrant must follow the on-screen instructions and prompts to submit the completed Entry Form, App and Description (collectively, the "Entry Materials") in order to be eligible to earn one (1) Entry (each, an "Entry" and collectively, the "Entries") in the Challenge.

To be eligible, an Eligible Entrant's Entry Materials must: (i) be submitted and received in accordance with these Rules at any time starting from May 1st, 2020 at 09:30 a.m. ET until May 10th, 2020 at 11:59 p.m. ET; (ii) include all required components and materials noted above (Entry Form, App and Description); (iii) relate to the Theme; and (iv) be in accordance with these Rules, including, but not limited to, the specific Submission Requirements listed below in Rule 7 (all as determined by Sponsor in its sole and absolute discretion).

5. ENTRY LIMIT:

There is a limit of one (1) Entry per Eligible Entrant. If it is discovered by the Sponsor (using any evidence or other information made available to or otherwise discovered by the Sponsor) that any person has attempted to: (i) obtain more than one (1) Entry; and/or (ii) use multiple names, identities, email addresses, any automated, macro, script, robotic or other system(s) or program(s) and/or any other means not in keeping with the letter and/or spirit of these Rules (all as determined by the Sponsor in their sole and absolute discretion) to enter or otherwise participate in or to disrupt this Challenge; then he/she may be disqualified from the Challenge in the sole and absolute discretion of the Sponsor. The Challenge Parties and each of their respective agents, employees, directors, successors, and assigns (collectively, the "Released Parties") are not responsible for, and accept no liability whatsoever in relation to, any late, lost, misdirected, delayed, incomplete or incompatible Entries (all of which are void). An Entry may be rejected if, in the sole and absolute discretion of the Sponsor, the Entry is not submitted and received in accordance with these Rules during the Challenge Period.

6. VERIFICATION:

All Entries, Entry Materials and Eligible Entrants are subject to verification at any time and for any reason. The Sponsor reserves the right, in their sole and absolute discretion, to require proof of identity and/or eligibility (in a form acceptable to the Sponsor – including, without limitation, government issued photo identification): (i) for the purposes of verifying an individual’s eligibility to participate in this Challenge; (ii) for the purposes of verifying the eligibility and/or legitimacy of any Entry and/or other information entered (or purportedly entered) for the purposes of this Challenge; and/or (iii) for any other reason the Sponsor deems necessary, in their sole and absolute discretion, for the purposes of administering this Challenge in accordance with the letter and spirit of these Rules. Failure to provide such proof to the complete satisfaction of the Sponsor within the timeline specified by the Sponsor may result in disqualification in the sole and absolute discretion of the Sponsor. The sole determinant of the time for the purposes of this Challenge will be the official time-keeping device(s) used by the Sponsor.

7. SUBMISSION REQUIREMENTS:

BY SUBMITTING AN ENTRY, EACH ELIGIBLE ENTRANT AGREES THAT THE ENTRY (AND EACH INDIVIDUAL COMPONENT THEREOF - INCLUDING, WITHOUT LIMITATION, THE ENTRY MATERIALS) COMPLIES WITH ALL CONDITIONS STATED IN THESE RULES. THE RELEASED PARTIES WILL BEAR NO LIABILITY WHATSOEVER REGARDING: (1) THE USE OF ANY ENTRY (OR ANY COMPONENT THEREOF - INCLUDING, WITHOUT LIMITATION, THE ENTRY MATERIALS); (II) PARTICIPATION IN ANY CHALLENGE-RELATED ACTIVITIES; (III) ANY USE, COLLECTION, STORAGE AND DISCLOSURE OF ANY PERSONAL INFORMATION; AND/OR (IV) IF DECLARED A WINNER, ANY PRIZE (INCLUDING ANY USE OR MISUSE OF A PRIZE). THE RELEASED PARTIES SHALL BE HELD HARMLESS BY EACH ELIGIBLE ENTRANT IN THE EVENT IT IS DISCOVERED THAT THE ELIGIBLE ENTRANT HAS DEPARTED FROM OR NOT OTHERWISE FULLY COMPLIED WITH ANY OF THESE RULES.

By participating in the Challenge, each Eligible Entrant hereby warrants and represents that any Entry Materials they submit:

• are original to them and that the Eligible Entrant has obtained all necessary rights in and to the Entry Materials for the purposes of submitting such Entry Materials to the Challenge;
• do not violate any law, statute, ordinance or regulation;
• do not contain any reference to or likeness of any identifiable third parties, unless proper consent has been obtained from all such third parties;
• will not give rise to any claims whatsoever, including, without limitation, claims of infringement, invasion of privacy or publicity, or infringe on any rights and/or interests of any third party; and
• are not defamatory, trade libelous, pornographic or obscene, and further that they will not contain, depict, include, discuss or involve, without limitation, any of the following: nudity; alcohol/drug consumption or smoking; explicit or graphic sexual activity, or sexual innuendo; crude, vulgar or offensive language and/or symbols; derogatory characterisations of any ethnic, racial, sexual, religious or other groups (including, without limitation, any competitors of Sponsor); content that endorses, condones and/or discusses any illegal, inappropriate or risky behaviour or conduct; personal information of individuals, including, without limitation, names, telephone numbers and addresses (physical or electronic); commercial messages, comparisons or solicitations for products or services other than products of Sponsor; any identifiable third party products, trade-marks, brands and/or logos, other than those of Sponsor; conduct or other activities in violation of these Rules; and/or any other materials that are or could be considered inappropriate, unsuitable or offensive, all as determined by the Sponsor in its sole and absolute discretion.

The Sponsor and/or its promotional agency or designated content moderator (the "Reviewer") reserves the right to screen all Entry Materials. Any Entry Materials that the Reviewer deems, in its sole and absolute discretion, to violate the terms and conditions set forth in these Rules are subject to disqualification. The Reviewer reserves the right, in its sole and exclusive discretion at any time and for any reason, to disqualify any Entry Materials (or any part thereof) and/or to request an Eligible Entrant to modify, edit and/or resubmit the Eligible Entrant's Entry Materials (or any part thereof) in order to help ensure that the Entry Materials comply with these Rules, or for any other reason. If such an action is necessary at any point during or after the Challenge, then the Sponsor reserves the right, in its sole and absolute discretion, to take whatever action it deems necessary based on the circumstances - including, without limitation, disqualifying the Entry Materials (and therefore the corresponding Entry and/or the associated Eligible Entrant) - to help ensure that the Challenge is being conducted in accordance with the Sponsor's interpretation of the letter and spirit of these Rules.

8. LICENSE AND INTELLECTUAL PROPERTY RIGHTS:

By participating in the Challenge and submitting an Entry, and subject to the terms of the PPA, each Eligible Entrant:

• grants to the Sponsor, in perpetuity, a non-exclusive license to publish, display, reproduce, modify, edit or otherwise use the Eligible Entrant's Entry Materials (and each component thereof), in whole or in part, for advertising or promoting the Challenge or for any other reason;
• waives all moral rights in and to the Eligible Entrant's Entry Materials (and each component thereof) in favour of the Sponsor (and anyone authorised by the Sponsor to use such Entry Materials);
• agrees to release and hold harmless the Sponsor and all of the other Released Parties from and against any and all claims, damages, liabilities, costs, and expenses arising from use of the Eligible Entrant's Materials (or any component thereof), including, without limitation, any claim based on publicity rights, defamation, invasion of privacy, copyright infringement, trade-mark infringement or any other intellectual property related or other cause of action whatsoever;
• understands, acknowledges and agrees:
  • Sponsor is not, and will not be, bound by any confidentiality obligations, unless specifically stated in a written and signed agreement executed between Sponsor and Eligible Entrant;
  • Sponsor is not admitting that the Eligible Entrant's Entry Materials are novel, proprietary, or original;
  • any Entry Materials that the Eligible Entrant submits to Sponsor may be similar or identical to projects, products, ideas, or other materials that Sponsor may already be aware of and/or developed or in the process of developing;
  • Sponsor is not, and will not be, under any obligation with respect to Eligible Entrant's Entry Materials - including, but not limited to, to pay the Eligible Entrant or anyone else any compensation and/or otherwise give the Eligible Entrant or anyone else any credit, unless specifically stated in a written and signed agreement executed between Sponsor and the Eligible Entrant;
  • Sponsor is not, and will not be, precluded from using any ideas or concepts that are not specifically subject to intellectual property protections recognised by a court of competent jurisdiction;
  • the forgoing provisions apply equally to any other material(s), idea(s), concept(s) or other property (in any form whatsoever) that an Eligible Entrant may submit, or has submitted, to Sponsor before, on or after participation in this Challenge.

9. PRIZES

There will be three (3) prizes (each, a "Prize" and collectively the "Prizes") available to be won, as follows -

• First Prizes: There will be three (3) first prizes (each, a "First Prize" and collectively, the "First Prizes") available to be won consisting of: (i) $20,000 USD for the App, to be sent to the confirmed winner by way of wire transfer; (ii) featured placement in the App Store for a minimum of one (1) week, as this term is defined in the PPA (the "App Store"); (iii) $1,000 USD in App Store Ads credit; (iv) a personal consultation with a member of Sponsor's senior leadership team; and (v) a dedicated partnerships manager for a period of at least one (1) month. The total approximate retail value of the First Prizes is $63,000 USD.
• Second Prizes: There will be three (3) second prizes (each, a "Second Prize" and collectively, the "Second Prizes") available to be won consisting of: (i) $10,000 USD for the App, to be sent to the confirmed winner by way of wire transfer; (ii) featured placement in the App Store; (iii) $1,000 USD in App Store Ads credit; (iv) a personal consultation with a member of Sponsor's senior leadership team; and (v) a dedicated partnerships manager. The total approximate retail value of the Second Prizes is $33,000 USD.
• Third Prizes: There will be four (4) third prizes (each, a "Third Prize" and collectively, the "Third Prizes") available to be won consisting of: (i) $2,500 USD for the App, to be sent to the confirmed winner by way of wire transfer; (ii) featured placement in the App Store; (iii) $1,000 USD in App Store Ads credit; (iv) a personal consultation with a member of Sponsor's senior leadership team; and (v) a dedicated partnerships manager. The total approximate retail value of the Third Prizes is $14,000 USD.

Use of App Store Ads credits are subject to the terms and conditions in the PPA, at shopify.com/partners/terms.

Each Prize must be accepted as awarded and is not transferable, assignable or convertible to cash (except as may be specifically permitted by Sponsor in its sole and absolute discretion). No substitutions are permitted, except at Sponsor's option. Sponsor reserves the right, in its sole and absolute discretion, to substitute a Prize or a component thereof with a prize of equal or greater retail value, including, without limitation, but at Sponsor's sole and absolute discretion, a cash award.

None of the Released Parties makes any representation or offers any warranty, express or implied, as to the quality or fitness of any Prize awarded in connection with the Challenge. To the fullest extent permitted by applicable law, each confirmed winner understands and acknowledges that they may not seek reimbursement or pursue any legal or equitable remedy from either the Sponsor or any of the Released Parties should their Prize fail to be fit for its purpose or is in any way unsatisfactory. For greater certainty and the avoidance of any doubt, by accepting the Prize, each confirmed winner agrees to waive all recourse against the Sponsor and all of the other Released Parties if their Prize or a component thereof does not prove satisfactory, either in whole or in part.

10. ELIGIBLE WINNER SELECTION PROCESS (JUDGING):

A panel of judges (the "Challenge Judges") appointed by the Sponsor will judge each eligible Entry on the basis of the following weighted criteria:

Criteria for judging eligible entries

	Criteria	Description of Criteria	Score 1 - 5	Weighting
1.	Business Case	What is the problem that the App is trying to solve and how well does it do that? What is the potential size and scope of the App’s impact for merchants during the current crisis and in the future?		30%
2.	Technical Viability	Is the App installable on a Shopify Store? It doesn’t need to be complete but does it demonstrate the basic function?		30%
3.	User Experience	How easy is it for Merchants to use the App? For a buyer-facing App, how easy is it for the buyer to use?		20%
4.	Creativity	How novel is the App concept?		20%
			Max 20	Max 100%

Each Entry will be given a score (the "Score") by the Challenge Judges. Odds of being selected as an eligible winner of a Prize depend on the number and calibre of eligible Entries submitted and received in accordance with these Rules. The Eligible Entrants associated with the top three (3) eligible Entries based on Score (as determined by the Challenge Judges, in their sole and absolute discretion) will each be selected as the eligible winner of a First Prize. The three (3) Eligible Entrants associated with the second place eligible Entries based on Score (as determined by the Challenge Judges, in their sole and absolute discretion) will each be selected as the eligible winner of a Second Prize. The four (4) Eligible Entrants associated with the third place eligible Entries based on Score (as determined by the Challenge Judges, in their sole and absolute discretion) will each be selected as the eligible winner of a Third Prize.

In the event of a tie between two or more eligible Entries based on Score, the Eligible Entrant associated with the eligible Entry - from amongst all such eligible Entries that are tied - with the highest score on Criteria 1 (followed in the event of a further tie by Criteria 2, then Criteria 3, then Criteria 4) will be selected as the eligible winner of the applicable Prize. In the event of an exact tie based on Criteria 1, 2, 3 and 4, a new panel of judges will be appointed by the Sponsor to break the tie in accordance with the preceding procedure. Judging is scheduled to be completed on or about May 14, 2020 (the "Selection Date").

11. ELIGIBLE WINNER NOTIFICATION PROCESS

The Sponsor or its designated representative will make a minimum of three (3) attempts to contact each eligible winner within two (2) business days of the Selection Date. If an eligible winner cannot be contacted as outlined above, or if there is a return of any notification as undeliverable, then they may, in the sole and absolute discretion of the Sponsor, be disqualified (and, if disqualified, will forfeit all rights to the applicable Prize) and the Sponsor reserves the right, in its sole and absolute discretion and time permitting, to select an alternate Eligible Entrant for the applicable Prize from among the remaining eligible Entries in accordance with the procedures outlined in Rule 10 (in which case the foregoing provisions of this section shall apply to such newly selected eligible winner).

12. ELIGIBLE WINNER CONFIRMATION PROCESS

NO ONE IS A WINNER UNLESS AND UNTIL THE SPONSOR OFFICIALLY CONFIRMS THEM AS A WINNER IN ACCORDANCE WITH THESE RULES. BEFORE BEING DECLARED AS A CONFIRMED PRIZE WINNER, each eligible winner will be required to (a) sign and return within two (2) business days of notification the Sponsor’s declaration and release form, which (among other things): (i) confirms compliance with these Rules; (ii) acknowledges acceptance of the applicable Prize (as awarded); (iii) releases the Sponsor and all of the other Released Parties from any and all liability in connection with this Challenge, their participation therein (including, without limitation, the awarding, receipt, use and/or misuse of a Prize, if awarded); and (iv) agrees to indemnify the Released Parties against any and all claims, damages, liabilities, costs, and expenses arising from use of their Entry Materials or any portion(s) thereof; and (v) agrees to the publication, reproduction and/or other use of their name, address, voice, statements about the Challenge and/or photograph or other likeness without further notice or compensation, in any publicity or advertisement carried out by or on behalf of the Sponsor in any manner or medium whatsoever, including print, broadcast or the internet.

If an eligible winner: (a) fails to return the properly executed Challenge documents within the specified time; (b) cannot accept (or is unwilling to accept) the applicable Prize (as awarded) for any reason; and/or (c) is determined at any time, including, but not limited to any time after the Challenge Period, to be in violation of these Rules (all as determined by the Sponsor in their sole and absolute discretion); then they will be disqualified (and will forfeit all rights to the applicable Prize) and the Sponsor reserves the right, in its sole and absolute discretion and time permitting, to select an alternate Eligible Entrant for the applicable Prize from among the remaining eligible Entries in accordance with Rule 10 (in which case the foregoing provisions of this section shall apply to such newly selected eligible winner).

13. GENERAL CONDITIONS:

This Challenge is subject to all applicable federal, provincial and municipal laws. The decisions of the Sponsor with respect to all aspects of this Challenge are final and binding on all Eligible Entrants without right of appeal. ANYONE DEEMED BY THE SPONSOR TO BE IN VIOLATION OF THE LETTER AND/OR SPIRIT OF THESE RULES FOR ANY REASON IS SUBJECT TO DISQUALIFICATION IN THE SOLE AND ABSOLUTE DISCRETION OF THE SPONSOR AT ANY TIME.

The Released Parties will not be liable for: (i) any failure of any website or any platform during the Challenge; (ii) any technical malfunction or other problems of any nature whatsoever, including, without limitation, those relating to the telephone network or lines, computer on-line systems, servers, access providers, computer equipment or software; (iii) the failure of any Entry or other information to be received, captured or recorded for any reason whatsoever, including, but not limited to, technical problems or traffic congestion on the internet or at any website; (iv) any injury or damage to an Eligible Entrant’s or any other person’s computer or other device related to or resulting from participating in the Challenge; (v) anyone being incorrectly and/or mistakenly identified as a winner or eligible winner; and/or (vi) any combination of the above.

The Sponsor reserves the right, in their sole and absolute discretion, to withdraw, amend or suspend this Challenge (or to amend these Rules) in any way, in the event of any cause beyond the reasonable control of the Sponsor that interferes with the proper conduct of this Challenge as contemplated by these Rules, including, without limitation, any error, problem, computer virus, bugs, tampering, unauthorized intervention, fraud or failure of any kind whatsoever. Any attempt to undermine the legitimate operation of this Challenge in any way (as determined by Sponsor in their sole and absolute discretion) may be a violation of criminal and civil laws and should such an attempt be made, the Sponsor reserves the right to seek remedies and damages to the fullest extent permitted by law. The Sponsor reserves the right, in their sole and absolute discretion, to cancel, amend or suspend this Challenge, or to amend these Rules, in any way without prior notice or obligation, in the event of any accident, printing, administrative, or other error of any kind, or for any other reason whatsoever. Without limiting the generality of the foregoing, the Sponsor reserves the right, in their sole and absolute discretion, to administer an alternate test of skill as it deems appropriate based on the circumstances and/or to comply with applicable law.

In no event will the Sponsor be liable for more than the stated number of prizes in these Rules.

By entering this Challenge, each Eligible Entrant expressly consents to the Sponsor, their respective agents and/or representatives, storing, sharing and using the personal information submitted only for the purpose of administering the Challenge and in accordance with the Sponsor’s privacy policy. This section does not limit any other consent(s) that an individual may provide the Sponsor or others in relation to the collection, use and/or disclosure of their personal information.

The Sponsor reserves the right, in their sole and absolute discretion, to adjust any of the dates, timeframes and/or other Challenge mechanics stipulated in these Rules, to the extent deemed necessary by the Sponsor, for purposes of verifying compliance by any Eligible Entrant, Entry and/or other information with these Rules, or as a result of any technical or other problems, or in light of any other circumstances which, in the opinion of the Sponsor, in their sole and absolute discretion, affect the proper administration of the Challenge as contemplated in these Rules, or for any other reason.

In the event of any discrepancy or inconsistency between the terms and conditions of these Rules and disclosures or other statements contained in any Challenge-related materials, including, but not limited to, print or online advertising and/or any instructions or interpretations of these Rules given by any representative of the Sponsor, the terms and conditions of these Rules shall prevail, govern and control to the fullest extent permitted by law.

The invalidity or unenforceability of any provision of these Rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Rules shall otherwise remain in effect and shall be construed in accordance with the terms as if the invalid or illegal provision were not contained herein.

To the fullest extent permitted by applicable law, all issues and questions concerning the construction, validity, interpretation and enforceability of these Rules or the rights and obligations of participants, Sponsor or any of the other the Released Parties in connection with the Challenge will be governed by and construed in accordance with the domestic laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other jurisdiction’s laws. The parties hereby consent to exclusive jurisdiction and venue of the courts located in Ontario in any action to enforce (or otherwise relating to) these Rules or relating to this Challenge.