1 SHELL IDEA REFINERY ( PROGRAMME ) TERMS & CONDITIONS THIS PROGRAMME IS VOID WHERE PROHIBITED OR RESTRICTED BY LAW Any eligible individual/person who takes part in this Programme as part of an eligible start-up company/ entity (each person a Participant and its eligible entity the Start-up Entity ) are bound by the following Terms and Conditions, so please read carefully before participating in the Programme. 1. Introduction a) The Shell Idea Refinery (the Programme ) is a Programme organised by Shell Eastern Petroleum (Pte) Ltd ( SEPL )(which is incorporated and registered in Singapore with UEN: G, with its registered address: The Metropolis Tower 1, 9 North Buona Vista Drive, #07-01 Singapore ), and any affiliates of Royal Dutch Shell plc in Singapore, (SEPL and the Singapore affiliates hereafter collectively known as Organiser ). b) The Programme shall be conducted by Organiser between 4 September 2017 ( Start Date ) to 11 March 2018 ( End Date ). The Start Date and End Dates, any other dates and durations of the Programme may be amended or extended at Organiser s sole and absolute discretion. c) By registering in accordance with Paragraph 5 below, for and on behalf of the Start-up Entity, the Participants confirm that they have read and unconditionally agree to these Terms and Conditions and that they accept any and all of the Organiser s decisions regarding the Programme as final and binding in all respects. This does not affect any statutory rights. d) Programme Materials means the materials generated by each Start-up Entity and/or its Participants as part of their involvement in the Programme. e) The Organiser may pass on any Programme Materials submitted by you to any company within the Organiser or any affiliates of Royal Dutch Shell plc (the Shell Group ) and other third parties involved in the operation, evaluation or judging of the Programme including, for the avoidance of doubt, for marketing and communications purposes. f) All Programme Materials must be in the English language. g) The Programme is not a formal part of the Shell recruitment process and participation in the Programme will not influence any subsequent application made by a Participant for a job, apprenticeship, internship or other training scheme with the Shell Group. h) Participation in the Programme does not confer any advantage when seeking investment from Shell Technology Ventures or Digital Ventures or any similar initiative within the Shell Group. i) There is no participation fee. Participants are not required to purchase any product / services for participating in this Programme. 2. Restrictions on the Export of Technical Information
2 a) The U.S. government regulates the export of certain technical data and information from the U.S. along with the release of technical data and information to foreign nationals located in the U.S. Participants submitting materials containing technical details of a technology must ensure that the subject technology is not controlled under U.S. Export Control laws. Participants should seek independent legal advice for assistance in this determination. Rest of world Participants must ensure that their materials comply with their jurisdiction s equivalent or similar export regulations. Participants should seek independent legal advice for assistance in this determination. b) By entering the Programme, Participants certify that any technical information contained in their materials are not restricted for export to Singapore. 3. Eligibility a) Subject to Paragraphs 3(b), 3(c), 3(d) and 3(e) below and the other provisions of these Terms and Conditions, participation in the Programme is open to any Participant who is, or will be, 18 years of age or older by Start Date. b) The Programme is open to eligible Start-up Entities with products, technologies, services or initiatives that fulfil one or more of the following criteria, which shall be determined and can be amended from time to time by the Organiser in its absolute discretion: (i) improves energy efficiency; (ii) reduces energy waste; (iii) reduces CO2 emissions; (iv) generates energy from a new source; or (v) broadens access to energy. Such eligible Start-up Entities must: (i) (ii) Be registered in Singapore; and Not have received funding of more than USD1million c) Current employees, past employees, apprentices, trainees, interns, agents, officers or directors of the Organiser and its affiliates of Shell Group (including joint ventures) are not eligible to participate in the Programme. d) The Programme is open to employees, agents, affiliates, officers or directors of any advertiser, promotion agency or fulfilment agency of the Organiser or of anyone else professionally connected with the Programme provided they declare this information in the application form to the Organiser upon registration. e) For the avoidance of doubt, Participants who do not declare that they are in the process of being recruited for a job, apprenticeship, traineeship, or internship by the Shell Group (including joint ventures) will be automatically disqualified if their employment, apprenticeship, traineeship or internship commences any time during the Programme Period.
3 f) Participants are not entitled to enter the Programme if they are resident in a country or jurisdiction where the Programme may breach any law or regulation. Where this applies, the Organiser s invitation to enter the Programme in Singapore is withdrawn. 4. The Programme Calendar a) There are 4 stages in the Programme. The Programme will end on 9 March 2018 at a Demo Day at the Make the Future Festival in Singapore (the Demo Day ). The calendar below sets out the key timings and deadlines for each stage of the Programme. All dates and schedules are subject to change at Organiser s absolute discretion. Stage 1 Registration The registration period for Participants to submit their application for the Programme begins on 4 September 2017 at 0000hrs and will end on 29 September 2017 at 2359hrs. (the Registration Period ). During the Registration Period, Participants may apply for the Programme via submission of the application form in the Programme website at shell.com.sg/idearefinery (the Programme Website ) in line with the directions in Section 5 below. Stage 2 - Shortlisting Fifteen (15) shortlisted Start-up Entities will be notified via no later than a month after Registration Period closes. Shortlisted Start-up Entities will be invited for a face-to-face presentation where they will pitch their business plan to a panel of judges. In November 2017, a total of five (5) Start-up Entities will be selected from the shortlisted Start-up Entities to participate in the Programme ( Selected Start-up Entities ). Stage 3 Entrepreneur development and mentoring Mentoring sessions will begin in November 2017 and end in February 2018 (the Mentorship Period ). Each Selected Start-up Entity is matched to a panel of mentors of different business expertise that will guide them throughout the course of the Mentorship Period. Each Selected Start-up Entity will design and set out the agenda for each session in collaboration with their respective mentors. Stage 4 Demo Day In March 2018, all 5 Selected Start-up Entity will have the opportunity to pitch their business plan at Demo Day to be held during Make the Future Singapore Registration a) Participants wishing to participate in the Programme must fill in the application form and submit the same on the Programme Website.
4 b) A Participant and the Start-up Entity may only register for entry into the Programme once. c) Registrations must not be defamatory, offensive, obscene or in violation of intellectual property rights or rights of privacy or publicity in the Organiser s sole and absolute discretion and the Organiser reserves the right to disqualify a Team if a registration or any part thereof falls under one of these categories. d) Stage 1 Registration and eligibility for Stage 2 will be determined by the Organiser based on the criteria which includes but is not limited to: i energy and social impact; ii business model and commercial viability; and iii Organiser s relevance to Start-up Entity s business plan. e) All decisions of the Organiser will be final and no correspondence will be entered into on that matter. f) All Participants designated as the Start-up Entity s focal point must provide a valid address and mobile phone number as part of the registration process. Participants are responsible for updating their address and mobile phone number if it changes during the Programme Period, and for three months thereafter. g) The Organiser reserves the right to check the validity of the registration information submitted by a Participant at any stage during the Programme. h) The Organiser also reserves the right to refuse participation, or to disqualify, at any time during the Programme, Participants who have submitted incorrect, incomplete, fraudulent or misleading information. Participants who do not comply with these Terms and Conditions may also be disqualified from the Programme without further notice. i) Participants will have no recourse against disqualification decisions. j) Any Participant not correctly registered by the given deadline will not be able to participate further in the Programme. k) For the avoidance of doubt, all times mentioned in the Programme materials are based on Singapore Time (GMT+8). 6. Startups a) The minimum number of Participants in for each Start-up Entity participating in this Programme shall be is one (1) and the maximum number of Participants for each Start-up Entity participating in this Programme shall be four (4). Eligible Participants cannot participate in more than one Start-up Entity.
5 b) Each Start-up Entity must appoint a main contact person (the Focal Point ) and inform the Organiser. s sent by the Organiser to the address provided by the Focal Point will be considered delivered to each Start-up Entity s Participants. c) Each Participant must ensure that his or her participation in the Programme is lawful in accordance with the laws of Singapore. Organiser, any member of Shell Group or their representatives or agents shall be taken to make any representations, express or implied, as to the lawfulness of any Participant's participation in the Programme. d) If at any stage in the Programme a Start-up Entity and/or its relevant Participants are disqualified from the Programme or a Start-up Entity and/or its relevant Participants cannot be traced or contacted after reasonable efforts have been made by the Organiser, that Start-up Entity and/or its relevant Participants will forego the right to progress to the Demo Day. e) Start-up Entity and/or its relevant Participants may upload photographs, images or a video as part of their participation in the Programme and/or as Programme Materials. Any such photograph/image/video, in its entirety, must be a single work of original material taken by the relevant Start-up Entity and/or its relevant Participants. By uploading a photograph/image/video to the Programme online submission link at the Programme Website or at any point during the Programme where such Programme Material will be used or publicly viewed, each Start-up Entity and/or its relevant Participants represents, acknowledges, and warrants that any photograph/image/video uploaded is an original work created solely by the Start-up Entity and/or its relevant Participants, that the photograph/image/video does not infringe the intellectual property rights (including, without limitation patents, copyrights, visual materials in whatever form, sound recordings, any copyright protectable work, designs, trade or services marks, database rights, rights in know-how, rights protecting goodwill and reputation, moral rights or other similar rights in any country, in each case whether or not registered, and any applications for registration of any of the foregoing, and all rights to apply to register any of the foregoing) of any third party, or the image rights of any third party, copyrights, trademarks, moral rights, rights of privacy/publicity or intellectual property rights of any person or entity, and that no other party has any right, title, claim, or interest in the photograph/image/video. NB: If the photograph/image/video contains any material or elements that are not owned by the Start-up Entity and/or its relevant Participants and/or which are subject to the rights of third parties, and/or if any persons appear in the photograph/image/video, the Start-up Entity and/or its relevant Participants is responsible for obtaining, prior to submission of the photograph/image/video, any and all releases and consents necessary to permit the exhibition and use of the photograph/image/video in the manner set out in these Terms & Conditions without additional compensation. 7. Correspondence a) All correspondence throughout the Programme must be in the English language. b) Any additional questions or comments concerning the Programme should be sent via to with the subject stating Shell #IdeaRefinery. c) The Organiser makes no guarantee of an answer or a time in which an answer may be given. The Organiser reserves the right not to answer a question if, in the Organiser s opinion, an answer would give an unfair advantage to certain Participants.
6 d) Participants who have received unofficial or content sensitive information relating to the Programme with the intent of allowing an unfair competitive advantage, from employees, interns, apprentices and trainees or any party involved with the Programme must immediately inform the Organiser by to with the subject stating Shell #IdeaRefinery- Disputes. 8. Intellectual Property a) Each Start-up Entity and/or its relevant Participants agree that their Programme Materials will be treated as having been submitted on a non-confidential basis whether or not such Programme Materials are marked or referred to by the Participant as being confidential. b) Neither the Organiser, Shell Group entities nor Organiser s affiliated partners will have a duty to treat the Programme Materials as confidential. c) The Organiser, Shell Group entities, and/or Organiser s affiliated partners may pass on any Programme Materials to their venture capital and other commercial partners on a non-confidential basis. d) Each Start-up Entity and/or its relevant Participants agree to provide the Shell Group a worldwide, nonexclusive, royalty-free, perpetual licence (with the right to grant sub-licences) to reproduce, use, copy, modify, distribute and/or reference the whole or any part of any Programme Materials for any purpose whatsoever and in any media, whether or not currently invented. e) Each Start-up Entity and/or its relevant Participants warrant that they have the necessary rights to grant the licence contemplated in these Terms and Conditions. f) Nothing in these Terms and Conditions shall be construed as the Organiser granting any Start-up Entity and/or its relevant Participants any licence under the Shell Group s intellectual property rights (including, without limitation, the Shell Group s trademarks, trade names, and copyright in any images, publications and/or other materials produced by, or on behalf of, Shell Group and distributed to Participants in connection with the Programme), which may only be used by Participants with the Organiser s prior written consent. g) Each Start-up Entity and/or its relevant Participants acknowledge and agree that: i. The Organiser and/or persons authorised by the Shell Group may film, photograph and/or make other forms of recording of Participants whilst Participants are present at and/or participating in events organised for or in connection with the Programme ( Recording ); ii. As between the Organiser and Participants, the copyright and any and all other intellectual property rights, title and interest in the Recording shall vest in the Shell Group who shall be entitled to deal with all or any part of the Recording in such ways as the Shell Group, in its absolute discretion, sees fit; and iii. The Organiser shall have no obligation to acknowledge Participants in any finished material in which all or any part of the Recording is included. h) Each Start-up Entity and/or its relevant Participants agree to allow the Shell Group to (without any remuneration) use, represent, and reproduce their name, image, biography and words for any purpose in connection with the promotion of the Programme and/or the Shell Group (including, without limitation, in
8 11. General a) The Organiser assumes no responsibility or liability for any loss arising out of or from: (i) technical issues, system or software failures experienced by a Start-up Entity and/or its relevant Participants in submitting their registration via the online registration form; (ii) user errors; or (iii) late, lost, delayed, damaged, misdirected, incomplete or unintelligible registrations. Proof of sending will not be accepted as proof of receipt. b) The Organiser tries to ensure the standard of the online registration form link remain high but cannot be held responsible for interruptions of service. The Organiser reserves the right to suspend temporarily the operation of the online registration form link without notice in the case of system failure, maintenance or repair or for any other reason beyond its control. c) The following terms and conditions of participation apply during the entire Programme: i. Each Start-up Entity and/or its relevant Participants takes part in the Programme on his/her own account and liability; ii. iii. iv. Each Start-up Entity and/or its relevant Participants is aware of the potential hazards associated with his/her participation; Under civil and criminal law, each Start-up Entity and/or its relevant Participants will be the solely responsible for all damage culpably caused by him or her in participating in this Programme, as well as for damage to his or her own property. In particular, the Start-up Entity and/or its relevant Participants must compensate any damage he/she has caused to the Organiser s premises and the Organiser s other facilities; Each Start-up Entity and/or its relevant Participants declares that they accept liability in the case of damage and that they will pay possible claims for damages by the Organiser; v. Every Participant shall not be under the influence of drugs, or alcohol and shall comply with all of Organiser s HSSE policies while participating in any of the sessions and/or events for the Programme; vi. vii. Each Start-up Entity and/or its relevant Participants is aware that the Organiser will not offer or provide any insurance cover; Each Start-up Entity and/or its relevant Participants undertakes to observe the Organiser s code of conduct and all safety regulations; and f) The Organiser shall not be liable to any Start-up Entity and/or its relevant Participants under or in connection with the Programme for any indirect, economic or consequential loss or for any loss of profits, loss of business, loss of contracts, loss of use or loss of reputation.
10 you in any publicity. You may also be required to take part in further reasonable promotional activities arranged by the Organiser. (iv) (v) (vi) (vii) All information or advice provided as part of the Programme website is intended to be general in nature. The Organiser is not liable for any action you may take as a result of relying on such information or advice or for any loss or damage suffered by you as a result of you taking this action. Each Start-up Entity and/or its relevant Participants hereby grant the Shell Group a worldwide, royalty-free licence to use its ideas for any purpose and in any media, whether or not currently invented, in perpetuity. Please note that the Singapore government regulates the export of certain technical data and information from Singapore along with the release of technical data and information to foreign nationals located in Singapore. When disclosing technical details of a technology, you MUST first ensure that the subject technology is not controlled under Singapore Export Control laws. This is your responsibility. Your country may also have equivalent or similar export regulations. For assistance in this determination, contact your legal counsel. By submitting such details you hereby certify that such technical information is not restricted for export to Singapore. Date:04/09/2017 Version 1.0