COMPANY AGREEMENTS AND AMENDMENTS
Continued participation in the Challenge on behalf of a start-up company requires the company’s agreement to the Rules and Regulations (including the Challenge Convertible Note) and these Terms and Conditions. The Rules and Regulations (including the Challenge Convertible Note) and these Terms and Conditions may be amended or modified at any time, without notice, in the discretion of Skysong Innovations. Any and all amendments or modifications will be posted on the Challenge website. Challenge participants should review the Rules and Regulations and Terms and Conditions periodically.

CONFIDENTIALITY
Confidentiality is not guaranteed in any way. Challenge participants should exclude sensitive or confidential information from their applications, pitches and any other information and materials provided by any means, including electronically, in writing or orally, to SI or any other party in connection with the Challenge.

HONESTY. ORIGINALITY AND LEGAL COMPLIANCE
Challenge participants must not provide any information that is untrue or misleading. All materials submitted must be original (or the Challenge participant must otherwise be authorized to use those materials) without plagiarism or infringement of any right of any other party. Challenge participants must be in good standing in their jurisdiction of incorporation or organization and comply with applicable legal requirements; however, SI assumes no obligation to monitor compliance.

PUBLICITY AND PROMOTIONAL ACTIVITIES
Each Challenge participant and their representatives  acknowledges and agrees that the  materials and information provided in connection with the Challenge, including publication of the business concept, company name and logo, and names and likenesses of company representatives may be communicated to other parties and used in the public domain on the Skysong Innovations website and all promotional and publicity materials, in any medium or format, all without remuneration to the company or any individual involved.

CONDUCT OF THE CHALLENGE; CHALLENGE GUIDANCE
All communications and decisions by SI and the judges about scheduling, procedures, judging, legal documents, payment and other matters related to the Challenge, are in the sole discretion of SI and the Challenge judges.  Challenge participants and their representatives will be required to comply with all such communications and decisions. SI personnel may provide advice, guidance and instruction to Challenge participants, but are not responsible for performance of any Challenge participants or their representatives or any Challenge results.

OTHER RELATIONSHIPS AND AGREEMENTS
Skysong takes no responsibility for any relationships that may develop or any agreements that may be made between any Challenge participants or their representatives and any judges or other parties resulting in any manner from the Challenge.

DISQUALIFICATION, CONFLICTS AND INFRACTIONS
SI has the sole discretion to disqualify and/or remove any individual or company for any reason that it deems appropriate before and/or during the course of the Challenge. All decisions regarding the disqualification or removal of an individual or company are final.  SI may, in its discretion, deal with any conflicts of interests or infractions in any manner it considers appropriate.

DECISIONS FINAL
All challenge-related decisions by SI or the judges’ decisions are final.

INVESTMENT IN LIEU OF CHALLENGE CONVERTIBLE NOTE
If a Challenge winner has closed on a Qualified Financing or Trigger Event prior to the execution of the Challenge Convertible Note, SI may invest in the company on the terms provided for in the Challenge Convertible Note, as if it had been executed.

DISCLAIMER OF LIABILITY
To the fullest extent provided by law:  
1. Challenge participants and their representatives apply to, and participate in, the Challenge at their own risk, and none of Skysong, its personnel or the Challenge judges shall be liable for any damage, loss or injury arising out of or in connection with the Challenge.
2. Liability for loss of income, loss of opportunity, personal injury, damage to property, or any other form of damage, whether direct or indirect, consequential or foreseeable due to some negligent act or omission or otherwise arising out of or in connection with the Challenge is specifically disclaimed on behalf of SI, its personnel and Challenge judges.
3. Skysong, its personnel and the Challenge judges accept no responsibility for late, lost, incomplete, incorrectly submitted, delayed, illegible, corrupted or misdirected applications or other communications from or to Challenge participants or their representatives, whether due to error, omission, alteration, tampering, hacking, deletion, theft, destruction, transmission interruption, user error, communications failure or otherwise.  

GOVERNING LAW AND JURISDICTION
The Challenge, Rules and Regulations and Terms and Conditions are governed by Arizona law applicable to contracts made and performed in Arizona only.  Any claims or disputes arising out of, or in connection with, the Challenge will be adjudicated exclusively by the courts of the State of Arizona located in Maricopa County.