These Terms and Conditions are a legal agreement between the entity you represent (“Applicant”) and Tyson Foods, Inc. (“Tyson”) regarding Applicant’s submission to participate in the Tyson 2024 Demo Day (the “Demo Day”). By making any such submission, Applicant agrees to be legally bound by these Terms and Conditions (these “Terms”).

1. Eligibility. To be eligible to participate in the Demo Day an Applicant must: (i) submit a complete application; and (ii) not be or be managed by an individual affiliated with or employed by Tyson, including as a contractor or immediate family member of any such person.
2. Application.
   1. By making a submission to participate in the Demo Day, Applicant agrees to abide by these Terms, Tyson’s Privacy Policy (which can be found at www.tyson.com/privacy-policy) and the decisions of Tyson, each of which shall be final and binding.
   2. Applications to participate in the Demo Day can be made by completion of the application form at https://www.tysonfoods.com/form/tyson-ventures-demo-day (“Demo Day Application Site”) between March 1, 2024 and May 3, 2024 (“Application Period”). Applicant may only submit one entry during the Application Period. Once submitted, applications cannot be modified in any way and Tyson will not be responsible for applications not received. No fees or other amounts shall be payable to any Applicant in relation to their application or for their participation in the Demo Day program.
   3. Submissions may only contain non-confidential information. Tyson shall have no obligation to keep confidential or destroy any information submitted by Applicant as part of its Application. 
3. Demo Day Program.
   1. On or about June 19, 2024, Tyson, in its absolute discretion, will select participants in the Demo Day. Tyson is not obligated or required to select any participants.
   2. Applicants invited to participate in the Demo Day Program will be notified by email and/or telephone and will have 48 hours to respond. If such acceptance is not timely returned, a notification is returned undeliverable, or an Applicant is not in compliance with these Terms, it may be disqualified in Tyson’s absolute discretion.
   3. Tyson may in its absolute discretion modify or to terminate the Demo Day program at any time and disqualify any Applicant from eligibility and terminate Applicant’s participation in the Demo Day at any time.
4. Representations & Warranties.
   1. Applicant represents and warrants that: (i) it has the full power and authority to enter into and perform these Terms; (ii) the person submitting the application and accepting these Terms has been properly authorized to submit the application and accept these Terms; (iii) the person submitting the application has read, understand and agrees to these Terms; (iv) the Application does not contain material or information that violates or infringes a third party’s rights; and (v) it has not disclosed any confidential information or trade secret of the Applicant or any third party in its application.
   2. Applicant acknowledges and agrees that: (i) Tyson has wide access to product ideas and that new product ideas are constantly being submitted to it or being developed by its own employees; (ii) many of those products may be competitive with or identical to Applicant’s product or service; (iii) Tyson will not refrain from developing or authorizing another to develop any products or services that may be similar Applicant’s product or service; and (iv) neither Tyson nor its representatives have made any representation or commitment to provide or assist the Applicant in obtaining any financing, investment or other assistance. 
   3. EXCEPT FOR THE EXPRESS WARRANTIES THAT ARE MADE IN THESE TERMS, NEITHER PARTY MAKES, AND EACH PARTY HEREBY DISCLAIMS, ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. LOST PROFITS AND INCIDENTAL AND CONSEQUENTIAL DAMAGES ARE WAIVED BY THE PARTIES.
5. Disclosure of a Conflict. Applicant shall declare any conflict of interest (whether actual or potential), such as existing investment by a company that competes with Tyson or presence on the management board of individuals who may have such a conflict, at the time of application or as any such conflict arises.
6. Publicity. Applicants may not make any public statement regarding the Demo Day, Tyson or any Tyson representative without the prior written consent of Tyson. Applicant may be required without compensation to take part in publicity in relation to the Demo Day, including (without limitation) publication of their name and image along with details of their application via the Tyson website, social media and other media channels.
7. License Grant. By submitting an application, Applicant grants an irrevocable, worldwide and perpetual license to Tyson: (i) to use such application without restriction; (ii) to use the applicant’s and its directors’ and employees’ names, likenesses and images for any reasonable business purpose; provided, however, that in no event shall Applicant or Applicant’s directors or employees be depicted as using or endorsing any product or service without the Applicant or such person’s prior consent; and (iii) to publicly post any information about Applicant and its application in the public areas of Tyson’s websites and social media platforms. 
8. Indemnification. Applicant agrees to release, indemnify and hold harmless Tyson, its affiliates and subsidiaries and their respective officers, directors, shareholders, employees, agents and representatives from all liability, losses, damages, claims and expenses resulting, in whole or in part, directly or indirectly, from or related to Applicant’s participation in the Demo Day, except as a result of the intentional misconduct of Tyson.
9. No Reimbursement.  Tyson shall not provide any reimbursement for costs incurred by Applicant in connection with submission of an application for or participation in the Demo Day.
10. Miscellaneous.
    1. Governing Law. These Terms shall be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflict of laws principles.
    2. WAIVER OF JURY TRIAL. THE PARTIES FOREVER WAIVE THEIR RIGHTS TO TRIAL BY JURY.
    3. ADVICE OF COUNSEL.  APPLICANT ACKNOWLEDGES THAT IN ACCEPTING THESE TERMS THAT IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE PROVISIONS OF THESE TERMS. 
    4. Waiver; Severability; Amendment. Any waiver of any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. In the event that any provision of these Terms is held to be illegal, invalid, void or otherwise unenforceable, the illegal, invalid, void or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms are subject to change by Tyson in its absolute discretion at any time. 
    5. Entire Agreement. These Terms are the complete agreement of the parties regarding the subject matter hereof and supersede all prior discussions or writings between the parties regarding the subject matter hereof.