Program Rules and Agreement For Mozilla’s Fix-The-Internet Incubator, Summer 2020
Mozilla’s Fix-The-Internet Incubator, Summer 2020 (the “Program”) is sponsored by Mozilla Corporation (“Mozilla”), a California corporation with its principal place of business at 331 East Evelyn Avenue, Mountain View, CA 94041, USA. The Program consists of the Startup Studio, the MVP Lab, and the Open Lab (each described further at: https://builders.mozilla.community), with each governed by these Program Rules and Agreement (the “Rules”). These Rules incorporate any rules specified on the Mozilla Builders website referenced above and the online application forms linked from such site.
By applying and participating in the Program, each Team agrees to these Rules. If applying as a legal entity (e.g., corporation, LLC, etc.), the person submitting the application represents they are authorized to bind the legal entity to these Rules. If applying and participating as a Team of individuals (not a legal entity), then the person applying on behalf of the Team is agreeing to these Rules and on behalf of all other Team Members as their agent, and such person represents to have obtained all Team Members’ agreement to these Rules.
Applications, Eligible Teams and Team Members.
- Applications. Applications to participate are made by Teams. One application per Team, and an individual may participate and apply only as part of one Team. A Team may apply to either the Startup Studio or MVP Lab, but not both. There is no application for Open Lab. Applications to the Startup Studio and MVP Lab will be considered for Open Lab.
- Teams. For the Startup Studio, a Team can only apply as a US legal entity (e.g., corporation, LLC, etc.). For purposes of MVP Lab, a Team is to be made up of 2 to 4 persons. Mozilla recommends that Team applicants to MVP Lab be a US legal entity as well.
- MVP Lab/Open Lab Team Members. Once a Team is selected to participate in MVP Lab, or invited to participate in Open Lab, by virtue of applying as a Team of individuals (and not a legal entity), the Team members may not change during the Program.
- Disputes Amongst Team. Each Team is solely responsible for its own cooperation and teamwork. In no event will Mozilla officiate in any dispute between or among any Team(s) or its/their members regarding their conduct, participation, cooperation or contribution. In the event that any dispute cannot be resolved, Mozilla reserves the right in its sole discretion to make a determination as to the identity of Team members, and it may disqualify Teams and/or Team Members in its sole discretion.
- Individual Team Members.
- Each individual Team Member must:
- be eighteen (18) years of age or older upon registration for the Program; and
- for the duration of the Program, be eligible to work in the country in which they reside.
- Ineligible Team Members. A person may not participate in the Program on a Team if:
- They are:
- currently located in a United States embargoed country;
- ordinarily resident in a United States embargoed country;
- currently designated as sanctions imposed by the United States; or
- otherwise prohibited by applicable export controls and sanctions programs.
- They are an employee (including intern), contractor, officer, or director of Mozilla or any of its affiliates.
- They are:
- Each individual Team Member must:
- Changes to the Program/Rules. Mozilla may suspend, cancel, or modify the structure of the Program if technical difficulties or events beyond Mozilla’s reasonable control prevent or make it unfair to run the Program in accordance with these Rules. Mozilla may modify these Rules to reflect any modifications to the Program. Any changes made will be effective immediately upon notice, which will be given by posting the revised Rules on this page. Continued participation in the Program after such notice will be deemed acceptance of such changes.
- Verifying Eligibility/Acceptance. Mozilla reserves the right to verify a Team’s eligibility and to adjudicate on any dispute at any time. Applications will be reviewed by Mozilla. Mozilla may accept or reject a Team for participation in the Program at its sole discretion. Mozilla will contact those who are accepted to the Program.
- Criteria. Criteria used to select Teams to MVP Lab and Open Lab, and winners of Open Lab awards, include: relevance to fix-the-internet issues; quality/completeness of product, including efficiency, performance, security and privacy; differentiation from existing solutions/competitors; and traction with users/user signals.
- Conduct. All Teams/Team Members must comply with the Mozilla Community Participation Guidelines (https://www.mozilla.org/en-US/about/governance/policies/participation/).
- Program Removal. In addition to any terms regarding removal from the Program set forth herein, Mozilla may remove a Team from the MVP Lab or Open Lab if Mozilla reasonably believes that such Team (or a Team Member) has violated these Rules.
- Payments. Mozilla is not required to pay any payments to any Team that violates any applicable law or regulation, including money laundering regulations, who does not meet eligibility or who has been removed from the Program.
- Investments. Investments in any legal entities will be covered by the investment documentation (typically a SAFE).
- Taxes and Tax Documentation. Tax-related documentation must be submitted when requested by Mozilla in order for any payments to be made. Mozilla is not required to issue any payments if tax-related documentation is not submitted timely when requested. Each Team is responsible for any taxes on or associated with any payments made to the Teams hereunder, and with respect to any payments made to individual Team Members, each individual Team Member is responsible for taxes on or associated with any such payments.
- Payments to Teams vs Team Members. The MVP Lab awards are paid to the Teams. If the Team has a legal entity (US entities only), the $16,000 will be paid to the legal entity (if as an investment likely as a SAFE or on existing investment terms). If there is no US legal entity, the $16,000 award will be split (and paid) equally amongst all of the 2 – 4 Team Members on the Team. Similarly, the winners of any Open Lab financial awards, will be Team(s), and the financial award will be paid to the Team if a US legal entity, or otherwise split equally amongst all 2 – 4 Team Members on the Team. Any award payments to individual Team Members will only be made to the individual Team Member identified per the application, it may not be assigned to another person or entity.
Each Team (and individual Team Member) understands and agrees that nothing in this Agreement may be construed as an offer or contract of employment with Mozilla. There is no confidential, fiduciary, agency or other relationship or implied-in-fact contract now exists between any Team or Team Member and Mozilla and no such relationship is established by participation in the Program.
Teams/Team Members Ownership
Each Team retains all of their ownership/rights in their projects and products developed by the Team under the Program (including any pre-existing rights of the Team in the resulting project/product, “Team Product”). Each Team represents and warrants that the Team Product: (i) is original; (ii) does not violate any applicable laws; and (iii) does not violate any rights of any other person or entity or any obligation the Team/Team Member may have with them.
Except for personal information provided for purposes of administration of the Program (subject to Section 7) and payments as described above, no other information (including product ideas) will be considered confidential information. Your application proposal/Team Product may be shared with others and portions may be reproduced elsewhere, including in connection with publicity materials. You should not disclose any information that is proprietary or confidential. No confidential relationship is established between you and Mozilla in connection with your Team Results.
Mozilla’s Right To Use Team Product and Publicity.
Each Team grants Mozilla a non-exclusive, worldwide, perpetual, irrevocable, free license (with right to sublicense) to reproduce, distribute, perform, display, and otherwise use the Team Product, and to publicize the Team, Team Members and Team Product, for the purpose of administering the Program and promoting Program and subsequent iterations of the Program.
Privacy and Use of Personal Information.
TEAMS’ USE OF THE PROGRAM WEBSITE AND PARTICIPATION IN THE PROGRAM IS AT EACH TEAM’S SOLE RISK. THE PROGRAM WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MOZILLA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED), INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability.
- Liability. IN THIS SECTION (LIMITATION OF LIABILITY), “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.
- Limitations. MOZILLA’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES, WHICH WILL NOT EXCEED US$1,000 IN AGGREGATE WITH RESPECT TO ANY TEAM OR TEAM MEMBER.
- Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS MOZILLA’S LIABILITY FOR MATTERS FOR WHICH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.
- Mozilla’s Affiliates, Consultants, and Contractors. Mozilla may use its affiliates, consultants, and contractors in connection with the performance of its obligations and exercise of its rights under this Agreement.
- Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
- Miscellaneous. You may not assign this Agreement or any part of it without Mozilla’s prior written consent. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. This Agreement does not create any agency, partnership, or joint venture between the parties. Except as set forth in the Rules, any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect. In the event of any discrepancy between the English version of this Agreement and a translated version, the English version will govern.