1. DESCRIPTION:

The ProtoShare Challenge is a contest to find the best prototype built with ProtoShare. This includes website prototypes, mobile application prototypes, and software prototypes. Prizes will be awarded to those eligible Contestants who submit the winning Entries. No purchase is necessary to enter or win.

2. SPONSOR AND ADMINISTRATOR:

The Competition is sponsored by Site9, Inc. (“Site9”), which is also the Competition Administrator with principal place of business at 610 SW Alder St. Suite 515 Portland, OR 97205. Site9 is responsible for administering payment of Prizes, and is the official Competition timekeeper. Site9 is responsible for these Competition Rules and the application thereof, including but not limited to determining qualified entries and judging.

3. BINDING AGREEMENT:

In order to enter the Competition, a Contestant must agree to these Competition Rules (the "Rules"). Therefore, please read these Rules carefully prior to Entry to ensure you understand and agree with them. You are not required to agree to these Rules (as you may elect not to participate in the Competition), but no one may submit an Entry to be eligible for any prizes in the Competition without agreeing to be bound by these Rules. Each Contestant (including each member of any team or Business Entity Contestant) shall be deemed to agree to these Rules, and shall be considered to enter into a legally binding agreement with Site9, by submitting an Entry for the Competition to be bound by these Rules. Note that capitalized words used in these Rules have the meaning ascribed to them in these Rules.

4. CONTESTANTS:

In these Rules, we refer to someone who submits an entry for the Competition as a Contestant. At the time of submitting an Entry, we ask that the individual, team, or business submitting the Entry identify the individual(s) associated with the Entry, and provide the information required by these Rules. A Contestant may submit more than one Entry (though Contestants cannot submit the same Prototype (even different designs or versions of the same Prototype) more than once). Contestants may participate individually or as part of a team or business. We regret that we must exclude certain individuals from eligibility as a Contestant, including those Ineligible Persons described below.

5. SPECIAL APPLICATION OF THE RULES FOR TEAMS AND BUSINESS CONTESTANTS:

5.1 If a Contestant enters as part of a team, the Contestant understands and agrees that, in order for his or her team to be eligible to participate, all of the members of the team must be listed upon submission and accept the Rules. The Contestants assume the responsibility for identifying each member of a team at the time the team submits its Entry, and Site9 does not assume any responsibility for checking the identification of team members. The members of a team that are identified with the submission of an Entry shall be final and that team may not add, remove or substitute members, or otherwise change the composition of the team, for the duration of the Competition. Furthermore, a Contestant that is part of a team understands and agrees that if his or her team is selected to receive a prize, each Contestant on the team is responsible for ensuring the prize is appropriately distributed to each member of the team. Finally, in order to remain eligible to win a prize, the team and each member of that team must satisfy the eligibility requirements in these rules, including the submission of a Contest Prize Validation Agreement (discussed below); if one member of the team does not comply with these Rules or is disqualified, the team as a whole will be disqualified.

5.2 Site9 encourages entries from businesses and other legal entities. If an Entry is submitted on behalf of a corporation, limited liability company, partnership or other legal entity (any of which being referred to as a "Business Entity"), the Contestant(s) submitting the Entry hereby certifies to Site9 that (1) the appropriate authorization from the corporate officers, executives, managers or other required persons or group has been obtained, (2) the individual Contestants are in some manner legally associated with the Business Entity, and (3) the individual accepting the Rules on behalf of the Business Entity is authorized to legally bind the Business Entity. A Business Entity submitting an Entry shall be legally bound by these Rules by the act of the Contestant(s) acting on its behalf. Each Contestant associated with or submitting an Entry for or on behalf of a Business Entity acknowledges and agrees that if the Contestant enters the Competition without obtaining the requisite authorization, Site9 may, in its sole discretion, disqualify the Contestant and the Business Entity and any submitted Entry. Finally, if a Business Entity is selected to receive a prize, a corporate officer or other authorized person entitled to bind the Business Entity will be required to execute and deliver the Contest Prize Validation Agreement on behalf of the Business Entity.

6. COMPETITION ENTRIES:

A submission by a Contestant must satisfy the following requirements in order to qualify as an “Entry” for the Competition:

6.1 The complete Entry must be submitted by 6:00pm Pacific Daylight Time on July 31, 2013 (the “Contest Entry Deadline”).

6.2 Entries must be submitted as follows: Contestants must (a) export your prototype and email us the zip file to Marketing@ProtoShare.com or (b) email CustomerService@ProtoShare.com who will create the export for submission.

6.3 Each Contestant must provide a valid working email address and full legal name. The contact person for the Competition for such Entry will be the authorized account holder of the email address provided at the time of Entry. The "authorized account holder" is the natural person assigned to an email address by the provider of such email service. (Please note the provisions of these Rules relating to Site9’s collection and use of submitted registration information, below.)

6.4 The submitted Prototype must be an original work of the Contestant that has been made in ProtoShare.

6.5 No Prototype (even different versions or designs of the same Prototype) may be submitted more than once.

6.6 An application that contains (1) sexual, violent, abusive, harassing, offensive or insulting content or (2) enables or promotes any illegal activity or (3) infringes any other party’s legal rights may be disqualified. All determinations regarding compliance with

7. JUDGING:

After the Competition Entry Deadline, all eligible Entries will be subject to judging in order to determine the prize winners.

7.1 The judges for the Competition shall consist of a panel of Site9 employees (the “Judges”).

7.2 The Judges shall be asked to consider four equally-weighted criteria when assessing each Entry and voting:

• Design: Is the visual design of the prototype compelling and effective?
• User Experience: Is the interactivity intuitive and simple to use, given the mission of the prototype?
• Completeness: How close to the final product is the prototype?
• Overall Effectiveness: How well does the prototype solve the problems it purports to address?

The decision of the Judges is final and binding.

7.3 We will notify winners on or before August 30, 2013 via email.

8. PRIZES AND CONDITIONS TO AWARDING PRIZES:

8.1 Site9 will award the following prizes:

(a) One (1) Best Prototype in the amount of One Thousand United States Dollars (US$1,000); and
(b) Three (3) Honorable Mentions in the amount of Two Hundred and Fifty United States Dollars (US$250).

8.2 All Prizes are contingent on Contestant's compliance with these Rules.

8.3 Site9 is not responsible for decisions on the division or distribution of any prize among or between team members or Business Entities. Instead, the decision on how to distribute or divide any prize among individual team members or within Business Entities is the sole responsibility of the participating team or Business Entity. Each Contestant hereby expressly waives any claim they may have against Site9 relating to the division of any prize among team members or Business Entities and expressly agrees to indemnify and hold harmless Site9 from and against any and all claims relating to such allocation of prizes and agrees that Site9 may offset against the amount of any prize to be awarded the amount of costs incurred by Site9, including any legal or other professional fees, arising from or relating to any such claim or dispute.

8.4 The payment to the potential prize recipients is subject to the express requirement that the Contestant submit to Site9 all documentation requested by Site9 to permit it to comply with all applicable United States, state, local and foreign (including provincial) tax reporting and withholding requirements. Any prize will be net of any taxes Site9 may be required to withhold (and Site9 may rely upon the advice of its accountants to determine withholding, which decision shall be final and binding). The winning Contestant(s) shall be responsible for ensuring compliance with all the applicable tax laws and filing requirements and the payment of all taxes that may be assessed against the Contestant on account of their receipt of a prize. If a Contestant fails to comply with the requirements of these Rules, the right to receive the prize may be forfeited, and Site9 may, in its sole discretion, select an alternative prize recipient.

8.5 Actual odds of winning depend on the number of eligible entries received. Site9 cannot accurately predict the number of entrants who will participate in the Competition.

9. CONTEST PRIZE VALIDATION AGREEMENT:

All Contestants who are selected to receive a prize will be required to complete and enter into a Contest Prize Validation Agreement or other documents prior to being identified as a winner or receiving a prize. The Contest Prize Validation Agreement will contain (i) an affidavit as to the requirements for eligibility in the Competition, (ii) a publicity release providing Site9 the right to use the Contestant’s name or likeness on Site9 websites, and in related media promoting Site9, including the Competition, (iii) an indemnification agreement relating to any breach of warranties made by Contestant under these Rules and (iv) such other provisions that may be required to comply with laws applicable to the awarding of the prize, including tax requirements. If a team or Business Entity is selected as a potential prize recipient, all members of the team or a person with the authority to bind the Business Entity, must enter into the Contest Prize Validation Agreement, which will also provide how the prize should be awarded. Failure to comply with this requirement or to submit any of these documents within the time period specified in an email from Site9 providing the Agreement may mean that the Entry will no longer be eligible to win the applicable prize and Site9 may, in its sole discretion, select an alternative Contestant to receive the prize.

10. INTELLECTUAL PROPERTY RIGHTS:

As between Site9 and the Contestant, the Contestant retains ownership of all intellectual property rights in and to the Entry, including the right to offer and distribute the prototype, except for the license rights granted in these Rules. In order for an application to be eligible as an Entry, each Contestant submitting the application must, and hereby does, grant Site9 a perpetual, irrevocable, worldwide, free and non-exclusive license to (i) use, reproduce, publicly perform and publicly display the material that Contestant submits to this Competition for the purposes of allowing Site9 to use, test and evaluate the Entry for purposes of the Competition, to administer the technical and other requirements of the Competition, and to advertise, display, demonstrate or otherwise promote the Competition, and Site9. Contestant specifically agrees that Site9 shall have the right to use, reproduce, publicly perform and publicly display the Entry in connection with the advertising and promotion of the Competition, and Site9 via communication to the public or other groups, including, without limitation, the right to make the Entry and screenshots, animations and video clips thereof available for promotional purposes.

11. PUBLICITY RELEASE:

Each Contestant hereby grants Site9 the right to use, publicly display, publish and reproduce, for all purposes, including publicity, promotion and advertising, in any media, online or offline, Contestant’s name, city, state and country of residence, voice, photograph, likeness and image, including any video and other images and audio files submitted by Contestant or obtained by Site9, and create, use, publish and reproduce derivative works thereof (collectively, “Publicity Materials”). Contestant hereby waives any right Contestant may have to inspect or approve the Publicity Materials, as used in connection with the Competition or any related advertising, and any and all right to receive compensation of any kind on account of such use based on claims of the Contestant as to the rights of privacy, publicity, notoriety or any other rights arising out of or relating to any use by Site9 of the Contestant’s name, likeness or appearance, or the content of their Entry.

12. REGISTRATION INFORMATION; PRIVACY AND PUBLICITY:

12.1 Administrator collects personal information from you when you enter the Competition. The information collected is subject to Administrator’s privacy policy, located at http://www.protoshare.com/privacy. In addition, each Contestant agrees that personal data entered during registration for the Competition, including name, mailing address, phone number, email address, and, if applicable, team or Business Entity may be processed, stored and otherwise used for the purposes and within the context of the Competition. This data will be maintained in accordance with the Site9 Privacy Policy. By registering for the Competition, Contestants expressly agree to the transmission, processing and storage of this personal data in the United States for the purposes of running and promoting the Competition and the prizewinner. By accepting a prize, a Contestant (including each member of a team or Business Entity) agrees and consents to Site9 and its agencies’ use of the Contestant’s name and/or likeness to identify the party submitting the prize-winning Entry a reasonable time after completion of the Competition in promotional and advertising materials of Site9 (and its partners, contractors and agents) as a winner of the Competition, without additional compensation, unless prohibited by law. Each Contestant hereby acknowledges the collection, distribution and retention of personal data described herein and, accordingly, each Contestant, by registering and/or submitting an Entry, consents to such collection, retention and use of their personal data.

12.2 Each Contestant also understands this data may be used by Site9 in order to verify a Contestant's identity, address, telephone number and eligibility to receive a prize in the event a Contestant is chosen to potentially receive a prize.

12.3 WARRANTY AND INDEMNITY: Each Contestant, by registering and submitting any Entry, warrants that their registration information is accurate and that that they are the sole and exclusive owner and/or authorized licensee of all rights in and to the content of their submitted Entry, that no third parties will make any challenges or claims as to ownership or fraud, and that they have the right to submit the Entry in the Competition and grant all required licenses under these Rules. Each Contestant warrants that the Contestant has not submitted any Entry that (1) infringes any third party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights including, without limitation, copyright, trademark, patent, trade secret or confidentiality obligations; or (2) otherwise violates applicable U.S. law or the law of the Contestant's country of residence.

12.4 To the maximum extent permitted by law, each Contestant indemnifies and agrees to keep indemnified Site9 at all times from and against any liability, claims, demands, losses, damages, costs and expenses resulting from any act, default or omission of the Contestant and/or a breach of any warranty set forth herein. To the maximum extent permitted by law, each Contestant agrees to defend, indemnify and hold harmless Site9 and the Judges, their affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) any material uploaded or otherwise provided by the Contestant that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, (b) any misrepresentation made by the Contestant in connection with the Competition; (c) any non-compliance by the Contestant with these Rules; and (d) claims brought by persons or entities other than the parties to these Rules arising from or related to the Contestant's involvement with the Competition. To the extent permitted by law, Contestant agrees to hold Site9, its respective directors, officers, employees and assigns harmless for any injury or damage caused or claimed to be caused by participation in the Competition and/or use or acceptance of any Prize, except to the extent that any death or personal injury is caused by the negligence of Site9. Site9 is not responsible for any claims or disputes between one Contestant and any other Contestant regarding the ownership of the Entry or the content within the Entry. Site9 may disqualify any individual Contestant, Business Entity or team, without recourse and in its sole discretion, if any such claim or dispute arises. In addition, each Contestant hereby agrees that if any such claim or dispute arises, Site9 may reduce the amount of any prize awarded to the Contestants who submitted the Entry by the reasonable amount of any expenses and any costs or damages (including settlement payments) made by Site9 in connection therewith.

13. ELIMINATION:

Any false information provided within the context of the Competition by any Contestant including information concerning identity, mailing address, telephone number, email address or ownership of right, or non-compliance with these Rules, or the like may result in the immediate elimination of the Contestant from the Competition. Site9 further reserves the right to disqualify any Entry that it believes in its sole and unfettered discretion infringes upon or violates the rights of any third party, otherwise does not comply with these Rules or violates U.S. or applicable local law in Contestant's country of residence.

14. NETWORKS:

Site9 is not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, including, without limitation, any delay or failure of delivery of any notice or other communications concerning the Competition or any Entry or award or delivery of any prize. Site9 is not responsible for theft or destruction or unauthorized access to or alterations of Entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind. Site9 is not responsible for inaccurate transmissions of or failure to receive Entry information by Site9 on account of technical problems or traffic congestion on the Internet or at any Web site or any combination thereof. If for any reason the Competition is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Competition, Site9 reserves the right at its sole discretion to cancel, terminate, modify or suspend the Competition. Each Contestant who registers for the Competition will receive email notification of any such action. Site9 further reserves the right to disqualify any Contestant who tampers with the submission process, the voting or any other part of the Competition. Any attempt by a Contestant to deliberately damage any Web site or undermine the legitimate operation of the Competition is a violation of criminal and civil laws and should such an attempt be made, Site9 reserves the right to seek damages from any such Contestant to the fullest extent of the applicable law.

15. GOVERNING LAW; FORUM AND RECOURSE TO JUDICIAL PROCEDURES:

These Rules shall be governed by, subject to and construed in accordance with the laws of the State of Oregon, United States of America, excluding all conflict of law rules. If any provision in these Rules is held to be invalid or unenforceable, such provision shall be modified to the extent legally permissible to most closely implement the intention of such provision and all other provisions hereof will remain in full force and effect. Site9 reserves the right to modify these Rules at any time prior to completion of the Competition to address any legal or other requirement that may arise in connection with the Competition. Each Contestant who registers for the Competition will receive email notification of any such change in the Rules. To the extent permitted by law, the rights to litigate, seek injunctive relief or make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with this Competition are hereby excluded, and all Contestants expressly waive any and all such rights.

16. ARBITRATION:

By entering the Competition, each Contestant agrees that exclusive jurisdiction for any dispute, claim or demand related in any way to the Competition will be decided by binding arbitration. All disputes between you and Site9, of whatsoever kind or nature arising out of these Rules, shall be submitted to Judicial Arbitration and Mediation Services, Inc. ("JAMS") for binding arbitration under its rules then in effect in the Portland, Oregon, USA, before one arbitrator to be mutually agreed upon by both parties. The parties agree to share equally in the arbitration costs incurred.

17. INELIGIBLE PERSONS:

The Contest is not open to any of the following persons (“Ineligible Persons”): (1) anyone who is not at least the legal age of majority, at the time of Entry, to form valid contracts in their respective country, province or state of legal residence; (2) anyone who does not satisfy any applicable legal requirements under United States and other applicable jurisdictional legal requirements for participation; (3) anyone who is a resident of Cuba, Iran, Syria, North Korea, Sudan, Myanmar or to individuals and entities restricted by United States export controls and sanctions, and any other nation, state or province where prohibited or restricted by United States or other applicable laws, or where the applicable laws are in any material manner inconsistent with these Rules. Employees, independent contractors under a current services agreement with Site9, members of their immediate families (defined as parents, children, siblings and spouse, regardless of where they reside and/or those living in the same household of each) are not eligible to participate in the Competition. Site9 reserves the right to verify eligibility and to adjudicate on any dispute at any time.

18. LIMITATION OF LIABILITY:

YOUR PARTICIPATION IN THE COMPETITION IS AT YOUR OWN RISK. SITE9 HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE COMPETITION. SITE9 SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO YOUR PARTICIPATION OR INABILITY TO PARTICIPATE IN THE COMPETITION. Site9 assumes no responsibility for any computer, online, telephone transmission or technical malfunctions that may occur during participation in the Competition, or for theft, destruction or unauthorized access to, or alteration of, your prototype or any other materials submitted by you. Site9 is not responsible for any incorrect or inaccurate information, whether caused by website users, Contestants or any of the equipment or programming associated with or utilized in the Competition, or for any technical or human error which may occur in the processing of submissions in the Competition. Site9 assumes no responsibility for any error, interruption, defect, or delay in operation or transmission, failures or technical malfunction of the Internet, or any telephone network or lines, computer online systems, servers, computer equipment, software, email. Site9 is not responsible for any injury or damage to Contestants or to any computer related to or resulting from participating or downloading materials in this Competition. Some jurisdictions may not allow certain limitations on liability and so the foregoing limitations may not apply to you.

19. GENERAL CONDITIONS:

19.1 The prize will be awarded without warranty of any kind from Site9, express or implied, without limitation, except where this would be contrary to federal, state, provincial, or local laws or regulations. All federal, state, provincial and local laws and regulations apply. Submission of Entry into this Competition deems that Contestants agree to be bound by these Rules and by the decisions of Site9 and the Judges, which are final and binding on all matters pertaining to this Competition. Under no circumstances shall the submission of an Entry in the Competition, the awarding of a prize or anything in these Rules be construed as an offer or contract of employment with Site9. Failure to respond within any time period specified in the email notification of potential award of a prize may result in disqualification and selection of an alternate prize recipient. A Contestant may be prohibited from participating in this Competition if, in Site9’s sole discretion, reasonably believes that the Contestant has attempted to undermine the legitimate operation of the Competition by cheating, deception or other unfair voting or other practices or annoys, abuses, threatens or harasses any other Contestants, Site9, or the Judges.