Noum Creation Contest
Terms and Conditions
Effective as of: September 15, 2022
NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT WILL NOT INCREASE YOUR CHANCES OF WINNING. Void where prohibited by law. Subject to all federal, state, and local laws.
1. Entry Period. The Noumena Noum Creation Competition (the “Contest”) begins on September 15, 2022 at 12:00PM Eastern Time (“ET”) and while initially scheduled to end on October 7, 2022, it has been extended to end on January 26, 2023 at 11:59 pm ET (the “Contest Period”). Sponsor’s computer is the official time keeping device for this Contest. Sponsor retains the right to further extend the Contest Period.
3. To Enter. During the Entry Period, persons who are approved by the Sponsor, and continue in active status, as members (“Members”) of the Noumena.pro network community may enter the Contest by creating a unique Noum on the Site. The Noum description must contain the word “Contest,” at the beginning or end, as entered in the Entrant’s confirmation form. The Noums Pitch Contest Entrant Confirmation Form can be found at: < https://l9ve9uow39o.typeform.com/to/BP3bvCM4 >. A Member may submit more than one Noum, provided that each Noum is unique. The Noum must be constructed in English. While each Noum may only have one registered owner and such registered owner will be deemed the entrant (“Entrant”) in the Contest, collaboration is permitted, however, any rewards will only be awarded to the registered owner. Rewards are transferable as set forth in the Section 5 below.
4. Determination of Finalists and Winner. At the conclusion of the Entry Period, all eligible entries will be evaluated by a panel of judges. The judging panel will include Andre Lee, CEO of Sponsor, and three special independent guest judges with relevant business, freelance and finance backgrounds. The judges will evaluate each Noum based upon (a) visual design; (b) number of connections and/or followers; (c) use of Noum features and capabilities; and (d) business model, business potential and/or creativity. Twenty semi-finalists will be chosen, five finalists will be chosen and there will be one grand prize winner. Under no circumstances will information regarding judging be shared with Entrants.
5. Rewards. Finalists and the winner will receive the following rewards:
Each of the twenty semi-finalists will be awarded a free one-hour business plan consultation with the Noumena finance team plus 100 Noumena Reward Tokens. The business plan consultations must be redeemed within sixty (60) days of award. The consultation includes one follow-up communication which may take the form of an email or similar form of online communication. The estimated retail value of each semi-finalist prize is $1,500.
Each of the five finalists will be awarded one (1) hour of CFO Grow services plus 250 Reward Tokens. Details regarding the CFO Grow service may be found at: https://www.noumena.pro/cfo-service. The CFO Grow service must be commenced within sixty (60) days of award. The estimated retail value of each finalist prize is $2,500.
The grand prize winner will be awarded six (6) months of CFO Grow services, free Noum creation and broadcasting, 500 Reward Tokens and be eligible for a $10,000 investment by the Sponsor into the enterprise owned and conducted by the registered winner. The $10,000 investment is subject to the winner completing the Capital Quotient (“CQ”) and Personal Equity (“PEEQ”) valuations on the Site and will be subject to financial terms determined as a result of such valuations, which may include, without limitation, payment by the enterprise to the Sponsor of dividends from future earnings. There is no guarantee that the terms of any investment will be acceptable to the winner and the winner is not required to accept the investment. Details of CQ may be found at: https://www.noumena.pro/cq-self and details of PEEQ may be found at: https://www.noumena.pro/personal-equity. In the event the grand prize winner elects not to accept the $10,000 investment, the grand prize winner will receive a cash prize of $1,000 from the Sponsor. In order to receive either the $10,000 investment or the $1,000 cash prize, the grand prize winner must have an operational Noumena digital wallet and failure to have a Noumena digital wallet will lead to forfeiture of this element of the grand prize. Noumena digital wallets are provided and maintained by a service provider, Dwolla, Inc. and are subject to the terms of service and other requirements applied by Dwolla. We are not an affiliate of Dwolla. Please refer to https://web.noumena.pro/money for full information on establishing a Noumena digital wallet and the terms of service relating thereto. The CFO Grow services must be commenced within sixty (60) days of award. Free Noum creation and broadcasting will only be available to the Entrant as long as the Entrant remains a Member and only to the extent such capability remains available on the Site. The Sponsor may discontinue to offer such capability on the Site in its sole discretion. The estimated maximum retail value of the grand prize is $17,800.
All rewards are subject to the Noumena Member Rewards Terms and Conditions located at https://www.noumena.pro/rewards-terms (the “Rewards Terms”). Noumena Reward Tokens are transferable, however, the other elements of the rewards are non-transferable and have no cash value. Any portion of a reward that is not accepted by a winner (or used in accordance with the Rewards Terms and the conditions set forth above) will be forfeited.
6. Notification. The Sponsor will send a notification to all potential winners via email to the Member registered as the owner of the Noum entry. The notification will include instructions on how to claim the rewards. Except where prohibited, a potential winner will be required to complete and return a declaration of eligibility, liability and publicity release. Failure to return such declaration within five (5) business days will result in forfeiture of any reward. Additional documentation may be required. If a potential winner fails to return the required documentation within the required time period, Sponsor reserves the right to award the reward to an alternate potential winner; however there is no obligation for Sponsor to do so.
Sponsor reserves the right to conduct a background check on winners and reserves the right in its sole discretion to disqualify any winner based on the results of such background check, if Sponsor determines in its sole discretion that awarding a reward to such finalist might reflect negatively on Sponsor. Factors that would result in disqualification of a winner include, without limitation, any winner having been convicted of a felony or misdemeanor, being delinquent on a government ordered payment, such as child support, spousal support, alimony, tax payments, etc.
Potential winners are subject to verification by Sponsor, whose decisions are final and BINDING IN ALL MATTERS RELATED TO THE CONTEST. An Entrant is not a winner of any reward unless and until Entrant’s eligibility has been verified and Entrant has been notified that verification is complete.
7. Use of Entries. Any Noum submitted to the Contest will be governed by the Membership Terms. Submissions will be treated as non-confidential. Regardless of whether a Noum is selected by the judges, each Entrant hereby represents and warrants that the use, publication, distribution, or posting of a submitted Noum does not violate the privacy rights, publicity rights, copyright, contract rights or any other rights of any person or entity. In the event a Noum is selected as a winning Noum by the judges, Sponsor reserves the right to use the Entrant’s information (name, image, likeness, biographical or personal information) for any purpose, including, but not limited to, advertising, marketing, posting, reproduction, disclosure, distribution, transmission, publication, and broadcast without additional compensation in any and all manner, media, formats and channels of distribution now or hereafter known. For all Noums received (regardless of whether a Noum is selected by the judges), Sponsor reserves the right to use any ideas, concepts, knowledge, or techniques contained in the Noum or information that Members provide, for any purpose, including, but not limited to, developing, manufacturing and marketing products or services using such information, and you acknowledge and understand there shall be no consideration, royalties or other compensation from Sponsor, its agents, affiliates or assigns for use of said information.
8. General Conditions. Sponsor reserves the right to cancel, suspend and/or modify the Contest, or any part of it, if any fraud, technical failures or any other factor beyond Sponsor’s reasonable control impairs the integrity or proper functioning of the Contest, as determined by Sponsor in its sole discretion and in the event of cancellation, applicable winners will be determined as outlined in Sections 4, 5 and 6 above from among all eligible entries received prior to cancellation. Sponsor and its agencies are not responsible for lost, late, incomplete, damaged, stolen or misdirected entries; lost, interrupted, or unavailable network, server, or other connections, garbled transmissions or miscommunications, telephone transmission problems; computer or software malfunctions or damage to a user’s computer equipment (software or hardware); technical failures; or other errors or malfunctions of any kind whether human, mechanical, electronic, or otherwise. Sponsor's or failure to enforce any term of these Terms shall not constitute a waiver of that provision.
Sponsor reserves the right at its sole discretion to disqualify any individual it finds to be attempting to tamper with or undermine the entry process, and/or the legitimate operation of the Contest; to violate the Terms; or to act in an unsportsmanlike or disruptive manner or with the intent to annoy, abuse, threaten, or harass any other person. If, for any reason, the Contest is not capable of running as planned, Sponsor may, in its sole discretion, void any suspect entries and (a) modify the Contest or suspend the Contest to address the impairment and then resume the Contest in a manner that best conforms to the spirit of these Terms; or (b) winners will be determined as outlined in Sections 4, 5 and 6 above from among all eligible entries received up to time of impairment.
9. Governing Law; Dispute Resolution. Except to the extent pre-empted by federal or other applicable state law, the Contest shall be governed by the laws of the State of Florida, without giving effect to any choice of law or conflict of law provisions thereof which would cause the application of the laws of any jurisdiction other than the State of Florida. By participating in the Contest, Entrants agree that they will make reasonable efforts to resolve any disagreements they may have directly with the Sponsor, if these efforts fail, that all claims, disputes or controversies against any Released Parties arising from the Contest (“Claims”) are subject to fixed and binding arbitration, no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims. ENTRANTS AND SPONSOR UNDERSTAND AND AGREE TO ARBITRATE ALL CLAIMS, AND ENTRANTS AND SPONSOR ARE WAIVING ALL RIGHTS TO RESOLVE ANY CLAIMS BEFORE A JUDGE AND JURY IN A COURT OF LAW. THIS MEANS THAT THE CLAIM WILL BE DECIDED BY AN ARBITRATOR, AND NOT BY A JUDGE OR JURY. COURT REVIEW OF AN ARBITRATION AWARD WILL BE VERY LIMITED. THE ARBITRATOR CAN AWARD ANY DAMAGES OR RELIEF ON AN INDIVIDUAL CLAIM THAT A COURT OF LAW COULD UNDER APPLICABLE LAW, PROVIDED, HOWEVER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ARBITRATOR IS NOT EMPOWERED TO AWARD ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION HEREOF.
In addition, by entering the Contest, Entrants agree that any and all Claims will be arbitrated on an individual basis, not as a plaintiff, class representative, member of a putative class, or otherwise on behalf of others in any proposed class, collective, consolidated or representative proceeding, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. Notwithstanding the foregoing, this provision shall not prevent either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, or statutory injunctive relief in its favor solely on the grounds that such relief would also have an effect on the general public.
The arbitration shall be administered by JAMS or its successor or, if no longer in existence, another nationally-recognized administrator, and conducted in accordance with its comprehensive arbitration rules then in effect (the “Rules”). Those Rules may limit the discovery available to the parties to the dispute. The seat of the arbitration shall be in Fort Lauderdale, Florida or at a different location to which the parties to the dispute agree in writing. The arbitration shall be conducted as expeditiously and economically as reasonably practicable. Payment of all filing, administration, arbitrator and/or mediator fees (“Fees”) will be governed by JAMS rules.
A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least fifteen (15) years’ experience or a retired or former judge, selected in accordance with JAMS rules. If all parties to the dispute do not agree upon the arbitrator within twenty (20) days after commencement of the arbitration, then the arbitrator shall be appointed by the administrator pursuant to the Rules. The arbitrator will take reasonable steps to protect account information and other confidential information if requested to do so by a party to the dispute provided the discovery or exchange of non-privileged information relevant to the dispute shall be permitted. The arbitrator shall issue a written award consisting of a written statement stating the disposition of each claim and include a concise written statement of the essential findings and conclusions on which the award is based (the “Award”). The arbitrator’s Award is final and binding on the parties unless you or we appeal it in writing to the arbitration firm within fifteen (15) days of notice of the Award. Any Claim must be commenced within one (1) year after the Claim arises, or such Claim is forever waived.
Entrants and Sponsor further agree that an Award and any judgment confirming it only applies to the arbitration in which it was awarded and cannot be used in any other proceeding except to enforce the Award itself and any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in state and federal courts located in Fort Lauderdale, Florida. For any Claims that are not subject to arbitration, if any: (a) the exclusive jurisdiction and venue for proceedings involving Claims shall be the courts of competent jurisdiction sitting within Fort Lauderdale, Florida, and the parties hereby waive any argument that any such court does not have personal jurisdiction or is not appropriate or convenient; and (b) you and we waive any and all rights to trial by jury with respect to any such Claims.
10. Release and Limitations of Liability. By participating in this Contest, Entrants agree that Sponsor together with the other Released Parties not responsible for: (1) any incorrect or inaccurate information associated with or utilized in the Contest; (2) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the entry process or the Contest; (4) technical or human error which may occur in the administration of the Contest or the processing of entries; (5) the action or inaction of Dwolla, Inc. or any delay or failure of Dwolla, Inc. to provide services relating to Noumena digital wallets; or (6) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from Entrant’s participation in the Contest or receipt or use or misuse of any reward. BY PARTICIPATING IN THIS CONTEST, ENTRANTS AGREE THAT THE RELEASED PARTIES WILL HAVE NO LIABILITY WHATSOEVER FOR, AND SHALL BE HELD HARMLESS BY ENTRANTS AGAINST, ANY LIABILITY FOR ANY INJURIES, LOSSES OR DAMAGES OF ANY KIND TO PERSONS, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY RESULTING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ACCEPTANCE, POSSESSION, MISUSE, OR USE OF THE REWARD, ENTRY, OR PARTICIPATION IN THIS CONTEST OR IN ANY PROMOTION RELATED ACTIVITY, OR ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION OR INVASION OF PRIVACY, OR MERCHANDISE DELIVERY. THE RELEASED PARTIES ARE NOT RESPONSIBLE IF ANY REWARD CANNOT BE AWARDED OR CONTEST IS CANCELLED DUE TO CANCELLATIONS, DELAYS, OR INTERRUPTIONS DUE TO ACTS OF GOD, PANDEMICS (INCLUDING COVID-19), ACTS OF WAR, NATURAL DISASTERS, WEATHER, OR TERRORISM.
BY PARTICIPATING IN THIS CONTEST, ENTRANTS AGREE THAT THE RELEASED PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INJURIES, DAMAGES, OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES TO PERSONS, INCLUDING DEATH, OR TO PROPERTY ARISING OUT OF ACCESS TO AND USE OF THE SITE ASSOCIATED WITH THIS CONTEST OR THE DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM SUCH SITE.
SPONSOR MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN, ANY REWARDS. ALL REWARDS ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SPONSOR DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARISING FROM OR RELATED TO ANY REWARDS. IN NO EVENT WILL SPONSOR BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, OR FOR ANY DIRECT DAMAGES, AND/OR ANY OTHER DAMAGES RESULTING ANY MEMBER’S ELIGIBILITY, INELIGIBILITY, ACCEPTANCE, HOLDING, USE, REDEMPTION, TRANSFER OR EXCHANGE OF ANY REWARD, REGARDLESS OF WHETHER SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if Sponsor is otherwise found to be liable arising from or related to any reward(s) in any manner, then Sponsor’s aggregate liability for all claims under such circumstances for liabilities, shall not exceed the lesser of any amount paid for the reward(s) or One Hundred Dollars ($100.00). As used in this paragraph, “Sponsor” also refers to Sponsor’s respective officers, directors, shareholders, employees, contractors, service providers, agents and assigns.