THE AUDI RED HACKATHON ("HACKATHON")

No purchase necessary. Starts Nov. 4, 2019 at 5 pm ET and ends on Dec. 5, 2019 at 9 pm ET. Open to all legal residents of Canada (excluding Quebec) who are of the age of majority or older in their province of residence. Enter online and full rules at: audi.ca/ca/web/en/audi-red.html. There are 3 prizes available to be won: 1) participation in an Audi driving experience (ARV $2,495 per person); 2) eTron for the weekend package (ARV $500 per person); and 3) Audi accessories (ARV $150 per person).

The Audi Red Hackathon (the “Hackathon”) is open to all legal residents of Canada of the legal age of majority or older in their province or territory of residence, excluding Quebec, except employees, representatives or agents of (and those with whom such persons are domiciled, whether related or not) of Audi Canada Inc. and BIMM Management Inc. (all of which, individually or collectively referred to as “Sponsor”) or any of their respective affiliated companies, representatives, agents, prize suppliers, advertising/promotional agencies and any Hackathon Judges (collectively, the “Released Parties”). Any individual who is eligible to enter the Hackathon (whether as an individual or as part of a Team – see below) in accordance with these Official Hackathon Rules and Regulations (the “Rules”), as determined by Sponsor in their sole and absolute discretion, will hereinafter be referred to as an “Eligible Entrant”.

All Entry Forms (as defined below) and Eligible Entrants are subject to verification in the sole and absolute discretion of Sponsor. Sponsor reserves the right, in its sole and absolute discretion, to require proof of identity and/or eligibility (in a form acceptable to Sponsor – including, without limitation, government issued photo identification) to participate in this Hackathon. Failure to provide such proof to the satisfaction of Sponsor in a timely manner may result in disqualification.

The Hackathon begins on November 4, 2019 at 6 p.m. ET and ends on December 5, 2019 at 9 p.m. EST (the “Hackathon Period”). Eligible Entrants invited by Sponsor can attend in-person (“In-Person Participants”) on the dates, times and venues indicated below (the “Hackathon Venues”).

Kickoff Event: Monday November 4th
Location: The old CNR Office building, 453 Cherry Street, Toronto, ON, M5A 1H1
Time: Register and intro - 6PM to 8PM, Team sessions - 8PM to 9:30PM
Speakers: Representatives from Audi, BIMM, and peers in the Canadian Innovation space

Inspiration Event: Monday November 18th
Location: BIMM offices in the Distillery
Time: 7PM to 9PM
Speakers: Silvercar, Electrify Canada, others TBD

Pitch Event: Thursday December 5th
Location: The old CNR Office building, 453 Cherry Street, Toronto, ON, M5A 1H1
Time: Register and intro - 6PM to 7PM, Pitch - 7PM to 9PM, Winner circle - after 9PM

Ongoing Huddles: Every Thursday in between
Location: Likely a local pub - details TBD
Time: Open hours for Eligible Entrants to jam with stakeholders, bounce ideas, and receive guidance and feedback along the way.
Guidance: Stakeholders from Audi, BIMM, and others

Sponsor reserves the right to limit the number of Eligible Entrants and close registration before the end of the Entry Period (defined below) in order to administer the Hackathon in a timely manner in accordance with these Rules.

Registration for the Hackathon begins on November 4, 2019 at 5pm ET and ends on November 22, 2019 at 11:59PM ET. (the “Entry Period”).

No purchase necessary.
An Eligible Entrant, or an Eligible Entrant representing a team of up to six (6) Eligible Entrants (the "Team(s)"), must register for the Hackathon during the Entry Period, as applicable, at https://www.eventbrite.ca/e/audi-red-hackathon-kickoff-tickets-77297323375 (the "Website") or onsite at the Kickoff Event.

Once on the Website, or at the Kickoff Event, fully complete the official Hackathon entry form (the "Entry Form"), which requires the Eligible Entrant (including, if applicable, the Eligible Entrant representing a Team) to: (a) enter his/her first name, last name, telephone number (including area code) and valid email address in the space provided; and (b) indicate that he/she is of the age of majority in his/her province/territory of residence and that he/she accepts and agrees to be legally bound by the terms and conditions of these Rules; including without limitation, the assignment of intellectual property in the Solution in Rule 7 and the release in Rule 10. NOTE: where a Team has been registered, the Eligible Entrant who completed the Entry Form on behalf of the Team will be designated as the "Team Leader".

There is a limit of one (1) Entry per person. Each person must qualify as an Eligible Entrant and the Entry Form must be submitted during the Entry Period. The Eligible Entrant can only use one (1) email address to enter, or otherwise participate in, the Hackathon. For greater certainty, an Eligible Entrant is not permitted to submit more than one (1) Entry (regardless of whether or not he/she submits the Entry as an individual or as part of a Team) and only one (1) person from each Team may submit an Entry. If it is discovered that an Eligible Entrant (or, any person or entity purporting to be an Eligible Entrant) has attempted to: (i) obtain more than one (1) Entry in this Hackathon (either for his/herself or for his/her Team); and/or (ii) use more than one (1) email address to enter, or otherwise participate in, the Hackathon; then (in the sole and absolute discretion of Sponsor) he/she or the Team may be disqualified from the Hackathon and all of his/her Entries are subject to disqualification by Sponsor. An Entry will be rejected if (in the sole and absolute discretion of Sponsor (a) the Entry Form is not fully completed and submitted in accordance with these Rules. Use of any automated system to enter or otherwise participate in this Hackathon is prohibited and is grounds for disqualification by Sponsor. The Released Parties are not responsible for late, lost, misdirected, delayed, incomplete or incompatible Entries (all of which are void).

During the Hackathon Period, all Eligible Entrants participating will be required to develop an innovative solution – a technological product or service – which aims at solving problems defined by Sponsor and the goal of Mobility as a Service and meets all of the criteria set out in Rule 6 (the “Solution”).

The Solution must be submitted before the end of the Hackathon Period, for certainty, no later than 5 p.m. ET on December 5, 2019.

All Eligible Entrants will be required to provide their own computer and any other equipment required to develop a Solution. All In-Person Participants will be responsible for their own transportation to the applicable Hackathon Venue, lodging, food and drink for the duration of the Hackathon Period.

BY SUBMITTING A SOLUTION, EACH ELIGIBLE ENTRANT AGREES THAT THE SOLUTION (AND EACH INDIVIDUAL COMPONENT THEREOF) COMPLIES WITH ALL CONDITIONS STATED IN THESE RULES. THE RELEASED PARTIES WILL BEAR NO LEGAL LIABILITY REGARDING THE USE OF ANY SOLUTION BY THE SPONSOR (OR ANY OTHER ENTITY). THE RELEASED PARTIES SHALL BE HELD HARMLESS BY EACH ELIGIBLE ENTRANT IN THE EVENT IT IS SUBSEQUENTLY DISCOVERED THAT HE/SHE HAS DEPARTED FROM OR NOT FULLY COMPLIED WITH ANY OF THESE RULES.

Submitted Solutions must never have been previously published, exhibited publically, or selected as a winner in any other contest or hackathon. Submitted Solutions cannot use any pre-existing proprietary code. All proprietary code used in the Solutions submitted must be developed during the Hackathon Period.

By participating in the Hackathon, each Eligible Entrant agrees to be legally bound by these Rules and by the interpretation of these Rules by the Sponsor, and further warrants and represents that his/her Solution:

1. is original to him/her (or, in the case of a Team, to at least one of the Team members) and that the Eligible Entrant has (or has obtained) all necessary rights in and to the Solution (and all components thereof) to enter the Hackathon;

2. does not violate any law, statute, ordinance or regulation;

3. does not contain any reference to or likeness of any identifiable third parties, unless consent has been obtained from all such individuals and their parent/legal guardian if they are under the age of majority in their jurisdiction of residence (note: if consent cannot be obtained for an individual appearing in the Solution, then his/her face must be blurred out and voice (if applicable) must be altered so as to be unrecognizable);

4. will not give rise to any claims of infringement, invasion of privacy or publicity, or infringe on any rights and/or interests of any third party, or give rise to any claims for payment whatsoever; and

5. is not defamatory, trade libelous, pornographic or obscene, and does not violate any laws relating to hate speech, and further that it will not contain, depict, include 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 characterizations of any ethnic, racial, sexual or religious groups; 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; any identifiable third party products, trade-marks, brands and/or logos (note: if the necessary consents cannot be obtained, then all identifiable third party products, trade-marks, brands and/or logos must be blurred out so as to be unrecognizable); conduct or other activities in violation of these Rules; and/or any other content that is or could be considered inappropriate, unsuitable or offensive, all as determined by the Sponsors in their sole and absolute discretion.

By providing the Solution to the Sponsor in connection with the Hackathon, each Eligible Entrant shall grant, assign and transfer to the Sponsor all right, title and interest (including copyright) in and to the Solution, including without limitation, the right to copy, use, modify, reproduce, display, adapt and transmit the Solution for use in all media now known or hereafter devised in perpetuity, beginning on the date of submission, and the right to develop, produce and commercial products based on the Solution. The Eligible Entrant hereby confirms that the Solution is an original work, solely created by the Eligible Entrant (or the Team, if applicable), and that no third party participated as an author, co-author, photographer or otherwise in the creation of the Solution or any part thereof. Sponsor assumes no responsibility for any claims of infringement of rights to copyright, privacy and/or personality, and all such liability shall remain with the Eligible Entrant and/or Team. Sponsor reserve the right to exclude any Solution on the basis of concerns relating to the rights of third parties, including but not limited to privacy, copyright, defamation, rights of personality, obscenity or hate speech, as determined by Sponsor in their sole discretion.

There are three prizes available to be won, as follows:

First prize: participation for in an Audi driving experience (ARV $2,495 per winner).

Second prize: eTron for the weekend package (ARV $500 per winner); and

Third prize: Audi accessories (ARV $150 per winner)

(each, a “Prize”). Prizes will be awarded to each member of a winning team.

Prizes must be accepted as awarded and are not transferable, assignable or convertible to cash (except as may be specifically permitted by Sponsor in its sole and absolute discretion). The winner is not entitled to the monetary difference between the actual prize value and stated approximate retail value, if any. Sponsor reserves the right, in its sole and absolute discretion, to substitute a prize or a component thereof with an item or items of equal or greater retail value, including, without limitation, but at Sponsor’s sole and absolute discretion, a cash award.

The following conditions apply to the First Prize: The prize is comprised of participation in the 2019 Audi driving experience (referred to as the “experience”), nearest the winner’s home. The actual location and the experience awarded will be determined by Sponsor in its sole discretion. The winner must hold a valid driver’s license and motor vehicle liability insurance to participate in the Audi driving experience. The winner may be required to sign a release or other legal documentation before participating in the experience. Certain other conditions apply to all participants in the experience, including the winner. Sponsor will not be responsible if the winner is deemed ineligible to participate by the experience organizers, or if for any reason beyond the organizers’ reasonable control, such as weather conditions, the prize cannot be fulfilled. In such event, the winner will not be provided with a substitute prize or cash equivalent.

The information to arrange and fulfil each Prize will be provided to each winner (or each member of the winning team, as applicable) within twenty (20) business days of being confirmed as the winner.

A panel of judges (the "Finalist Judges") appointed by Sponsor will judge all eligible Solutions submitted on the basis of the following weighted criteria (the "Criteria"):

a. quality and innovativeness of the presented solution;
b. utility of the idea;
c. compliance with the thematic scope of the challenge;
d. scalability of a product or service.

Each eligible Solution will be given a score (the “Score”) by the Finalist Judges. The highest scoring Solution will be selected as eligible to win the First Prize; the second highest scoring Solution will be selected as eligible to win the Second Prize and the third highest scoring Solution will be selected as eligible to win the Third Prize.

Odds of being selected as a winner depend on the number and caliber of eligible Solutions received during the Hackathon Period. In the event of a tie between two or more Solutions based on Score, the Eligible Entrant(s) associated with the Solution (from amongst all such Solutions that are tied) with the highest score on Quality and Innovativeness criterion will be deemed to be the eligible winner.

BEFORE BEING DECLARED A CONFIRMED WINNER (the “Winner(s)”), each selected potential winner (including, if applicable, each Team member that forms part of a Team that has been selected) must sign and return within two (2) days of notification a declaration and release prepared by the Sponsor, which, among other things: (i) confirms compliance with these Rules; (ii) agrees to release the Released Parties against any and all claims, damages, liabilities, costs, and expenses arising from any liability in connection with this Hackathon and/or his/her participation therein (including, if applicable, the awarding and use/misuse of a prize or any portion thereof); (iii) confirms the grant of all rights to his/her Solution to Sponsor as set out in Rule 7 above; (iv) agrees to indemnify the Released Parties from any and all claims, damages, liabilities, costs, and expenses arising from use of his/her Solution (or a component thereof), including, without limitation, any claim that his/her Solution (or a component thereof) infringes a proprietary interest of any third party; and (v) agrees to the publication, reproduction and/or other use of his/her name, address, voice, statements about the Hackathon and/or photograph or other likeness without further notice or compensation, in any publicity or advertisement carried out by the Sponsor in any manner whatsoever, including print, broadcast or the internet. If: (i) a selected potential winner (or, if applicable, the Team Leader in the case of a Team Entry) cannot be contacted within a maximum of three (3) attempts, or if there is a return of any notification as undeliverable; and/or (ii) if a selected Eligible Entrant (or, if applicable, any Team member that forms part of a Team that has been selected) fails to return the properly executed Hackathon documents within the specified time and/or cannot be a Winner for any reason; then he/she (or, if applicable, his/her Team) will forfeit their opportunity to be a Winner and the Prize and Sponsor reserves the right, in its sole and absolute discretion, to select the Eligible Entrant/Team who received the next highest Score in accordance with these Rules as a potential Winner (in which case the foregoing provisions of this section shall apply to such new potential Winner).

By entering the Hackathon, each Eligible Entrant agrees to the use of his/her Solution, along with his/her name, address, voice, statements about the Hackathon and/or photograph or other likeness without further notice or compensation, in any publicity or advertisement carried out by the Sponsors in any manner whatsoever, including print, broadcast or the internet.

The Released Parties will not be liable for: (i) any failure of the Website during the Hackathon; (ii) for any technical malfunction or other problems relating to the telephone network or lines, computer on-line systems, servers, access providers, computer equipment or software; (iii) the failure of any Entry to be received for any reason, 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 related to or resulting from participating or downloading any material in the Hackathon; (v) any illness, injury, sleep deprivation, stress related illness/injury or any other illness/injury of any kind claimed to be caused by or related to an Entrants entry or participation in this Hackathon; (vi) any injury, damage, loss or other claim arising from attendance at one of the Hackathon Venues; and/or (vii) any combination of the above.

BY ENTERING THE HACKATHON, EACH ELIGIBLE ENTRANT HEREBY RELEASES AND AGREES TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES FROM ANY AND ALL DAMAGES, INJURIES, CLAIMS, CAUSES OF ACTIONS, LIABILITY OR LOSSES OF ANY KIND (INCLUDING ACTUAL LEGAL FEES AND EXPENSES), KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, NOW OR IN THE FUTURE ARISING FROM OR RELATED TO: (A) FAILURE BY THE ELIGIBLE ENTRANT TO COMPLY WITH ANY OF THESE RULES; (B) ANY MISREPRESENTATION MADE BY AN ELIGIBLE ENTRANT UNDER THESE RULES OR OTHERWISE TO ANY OF THE RELEASED PARTIES IN REGARDS TO THE HACKATHON; (C) PARTICIPATION BY THE ELIGIBLE ENTRANT IN THE HACKATHON; (D) RECEIPT, USE OR REDEMPTION OF ANY PRIZE BY THE ELIGIBLE ENTRANT, OR HIS/HER INABILITY TO RECEIVE, USE OR REDEEM ANY PRIZE; (E) ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, INVASION OF PRIVACY, COPYRIGHT INFRINGEMENT, TRADEMARK INFRINGMENT OR ANY OTHER INTELLECTUAL PROPERTY RELATED CAUSE OF ACTION, INCLUDING FOR CERTAINTY ANY CLAIMS THAT HIS/HER SOLUTION (OR A COMPONENT THEREOF) INFRINGES A PROPRIETARY INTEREST OF ANY THIRD PARTY; AND (F) ANY CLAIMS RELATED TO SPONSOR’S DEVELOPMENT AND/OR COMMERCIALIZATION OF A PRODUCT BASED ON THE SOLUTION (INCLUDING ANY CLAIMS FOR COMPENSATION).

In the event of a dispute regarding who submitted an Entry, Entries will be deemed to have been submitted by the authorized account holder of the email address submitted at the time of entry. “Authorized account holder” is defined as the person who is assigned an email address by an internet provider, online service provider, or other organization (e.g. business, educational institute, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. An Eligible Entrant may be required to provide proof that he/she is the authorized account holder of the email address associated with the selected Entry and that he/she has all necessary consents, permissions and/or licenses as required by these Rules. The sole determinant of the time for the purposes of a valid Entry in this Hackathon will be the Hackathon server machine(s).

The Sponsor reserves the right, to withdraw, suspend or amend this Hackathon in any way, in the event of any error, technical problem, computer virus, bugs, tampering, unauthorized intervention, fraud, technical failure or any other cause beyond the reasonable control of the Sponsor that interferes with the proper conduct of this Hackathon as contemplated by these Rules. Any attempt to deliberately damage any website or to undermine the legitimate operation of this Hackathon is 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 to cancel, amend or suspend this Hackathon, or to amend these Rules, without prior notice or obligation, in the event of any accident, printing, administrative, or other error of any kind, or for any other reason.

This Hackathon is subject to all applicable federal, provincial and municipal laws. The decisions of the Sponsor with respect to all aspects of this Hackathon is final and binding on all entrants without right of appeal, including, without limitation, any decisions regarding the eligibility/disqualification of Eligible Entrants and/or Entries. All issues and questions concerning the construction, validity, interpretation and enforceability of the Hackathon Rules or the rights and obligations as between the Eligible Entrant and the Sponsor in connection with the Hackathon shall be governed by and construed in accordance with the laws of the province of Ontario including procedural provisions 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 Sponsor reserves the right, in their sole and absolute discretion, and without prior notice, to adjust any of the dates and/or timeframes stipulated in these Rules, to the extent necessary, for purposes of verifying compliance by any Eligible Entrant or Entry with these Rules, or as a result of technical problems, or in light of any other circumstances which, in the opinion of the Sponsor, in its sole and absolute discretion, affect the proper administration of the Hackathon as contemplated in these Rules.

By entering this Hackathon, each entrant expressly consents to the Sponsor, their agents and/or representatives, storing, sharing and using the personal information submitted with his/her Entry only for the purpose of administering the Hackathon and in accordance with Sponsor’s privacy policy (unless the Eligible Entrant otherwise agrees) available at https://www.audi.ca/ca/web/en.html#layer=/ca/web/en/tools/navigation/layer/legal/privacy.html .

All intellectual property used by the Sponsor in connection with the promotion and/or administration of the Hackathon, including, without limitation, all trademarks, trade names, logos, designs, promotional materials, web pages, source code, drawings, illustrations, slogans and representations are owned (or licensed, as the case may be) by the Sponsor and/or their affiliates. All rights are reserved. Unauthorized copying or use of any such intellectual property without the express written consent of its owner is strictly prohibited.