CHIVAS REGAL THE CHIVAS VENTURE 2019 COMPETITION

INFORMATION FOR ENTRANTS

The "Chivas Venture" is a multi-jurisdictional competition being run by Chivas Brothers Limited, a company incorporated in Scotland with company number SC268758 (the "Promoter"), to find businesses that wish to have a positive impact on society (the "Competition").

The first phase of the Competition is a local stage, governed by Local terms and conditions ("the Local Terms"). This document sets out the terms and conditions that apply to the second phase of the Competition, the global competition (the "Global Competition") and the process by which the winner(s) of the Global Competition will be determined (the "Global Terms"). Any entry instructions are deemed to form part of the Global Terms. This document applies to all individuals who enter the Competition as the "Representative" as defined in the Local Terms. All references to "you" in this document refer to your role as a Representative and, if relevant, as a "Finalist", as defined below.

By entering the Local Competition you accept and agree to be bound by both the Local Terms and the Global Terms in full.

The Global Terms prevail in the event of any conflict or inconsistency between the Global Terms and the Local Terms or between the Global Terms and any other communications from the Promoter including advertising or promotional materials. Definitions used in the Local Terms apply throughout this document and in the Global Terms unless the context otherwise requires.

The Global Terms apply to the winning Representatives of the Local Competitions who are invited to participate in the Global Competition on behalf of "Entrants" as defined in the Local Terms ("Finalists").

All Representatives must be available to participate in the Accelerator Programme, scheduled to take place in the United Kingdom during March or April 2019, and The Chivas Venture Global Final 2019, scheduled to be held in May 2019 in Europe, with the exact location and dates of both events to be confirmed to Finalists.

If you cannot comply with any of the Global Terms then you should not enter or must withdraw from the Competition as soon as becoming aware of your inability to comply fully with the Global Terms.

THE GLOBAL TERMS

INTRODUCTION

These terms and conditions should be read together with the Local Terms, available at www.chivasventure.com

Definitions in these Global Terms have the same meanings given to them in the Local Terms.

  1. You agree to abide by these Global Terms and agree that the Promoter's and judges' decisions shall be final and binding in all respects relating to the Global Competition.
  2. The qualifying Local Competition winners are entitled to compete in the Global Competition against the other Local Competition winners (collectively the "Finalists" ) from around the world.
  3. The Global Competition consists of the following three stages:

    1. the Accelerator Programme;

    2. the Voting Period, which involves the allocation of US$100,000 of the Fund based on consumer voting during a period of approximately three weeks during April to May 2019 ("the Voting Period"); and

    3. The Chivas Venture Global Final, in May 2019, comprising of 3 rounds: Quarter Finals, Semi-Final and Grand Final.

  4. The prize for the winner(s) of the Global Competition is a share of a fund of US$1,000,000 in total (the "Fund" ), as set out below:

    1. The Voting Period: The Finalist with the most votes received during the period will receive $50,000. The 5 Finalists with the next 5 highest numbers of votes will receive $10,000 each.

    2. The Chivas Venture Global Final:

      1. Quarter Finals: Judges will select the 10 successful candidates to proceed to the Semi-Finals. The eliminated finalists at this stage will win a share of $50,000 (equally split amongst the eliminated finalists).

      2. Semi Finals: Judges will select 5 candidates to proceed to the Grand Final. The 5 eliminated semi-finalists will win a share of $100,000 (they will receive $20,000 each).

      3. Grand Final: $750,000 to be allocated to the final 5 Finalists, as dictated by the judges, in their sole discretion as to the recipients and the proportions awarded.

  5. The Accelerator Programme and The Chivas Venture Global Final will be conducted entirely using the English language. No translators will be provided or permitted nor will any translations of materials be provided. Therefore, all Representatives must be fully proficient in English to enter the Competition.

  6. The winner(s) of the Global Competition are entirely responsible for assessing and paying all applicable taxes in respect of the Global Competition including as to any share of the Fund received, if any, including (without limitation) any income or withholding taxes in all countries (including, without limitation, in their country and in the country/countries where the Global Final Events take place).

  7. All exact dates and locations within Europe for the Global Final Events may be changed by the Promoter and any such changes will be notified to Finalists.

STAGE 1 – THE ACCELERATOR PROGRAMME

  1. Finalists will participate in a programme comprising a series of lectures, workshops and/or coaching sessions to assist them in developing and further promoting their business, scheduled to take place during March or April 2018 in the United Kingdom.

  2. Local Competition prize details set out participation details that apply during the Accelerator Programme. Further details will be notified to Finalists in due course.

STAGE 2 – VOTING PERIOD

Note that this section ("Stage 2 – VOTING PERIOD") also applies to those consumers who place votes during this stage of the Competition

  1. During a certain period after the Accelerator Programme and prior to the commencement of The Chivas Venture Global Final the Promoter will run an online promotion on its website www.chivas.com (the "Website") inviting consumers to vote for their favourite Finalist to win a share of the Fund (the "Consumer Prize" ).

  2. To participate in the Voting Period the Finalist must provide the information requested by the Promoter by the date and in the correct format specified by the Promoter. The Promoter will create online profiles for each Finalist and establish an online consumer voting mechanism for votes placed during the voting period .

  3. The Promoter is unable to guarantee any level of marketing exposure for any Finalist during the Voting Period. The Promoter's online channels or other marketing communications relating to the Competition and any of those of the Local Promoter (as defined in the Local Terms) may attract consumers and votes from some countries or geographical areas more than others.

  4. Consumers will be required to register on the Website and will then be able to vote for Finalists during the Voting Period. The Promoter will post the exact details of the Voting Period on the Website and these will then form part of these Global Terms.

  5. All votes placed will be monitored by the Promoter. The Promoter reserves the right in its sole discretion to disqualify consumer votes if it reasonably considers them to be invalid. An "invalid vote" is a vote which the Promoter considers has been made other than by an individual consumer acting freely and in accordance with these Global Terms and includes without limitation: bulk votes, votes by or via syndicates, entries by macros or other automated means (including systems or applications which can be programmed to vote), use of false identities or manipulation of IP addresses, votes obtained in a way or via a mechanism contrary to applicable laws and any other vote which has been placed in any other way than by a genuine consumer.

  6. The Finalist must not use any commercial company to purchase or otherwise obtain votes. The Promoter reserves the right to issue guidance to Finalists regarding permissible behaviour by Finalists in relation to the Voting Period and such guidance shall be binding upon all Finalists.

  7. The Promoter shall have the right to undertake any action as it may deem necessary to protect itself against any invalid votes including, without limitation, requiring further verification as to the identity, age, and other relevant details of a voter and his/her voting patterns.

  8. At the end of the Voting Period the votes for each Finalist will be counted and the Promoter will allocate a proportion of the Consumer Prize to the Finalists as set out in clause 4.

  9. The results of the Voting Period will be announced by the Promoter either on or before the date of The Chivas Venture Global Final. The Promoter will endeavour to make the payments relating to the Consumer Prize to the winning Finalists no later than midnight on 15th July 2019. The Promoter reserves the right to delay the distribution of Consumer Prize while it investigates any votes it suspects are invalid votes or other suspicious activity.

  10. The Promoter reserves the right, in its sole discretion, to deduct votes as a sanction or to disqualify any Finalist where it reasonably believes that such Finalist is involved with the placing of invalid votes or who is otherwise engaging in tactics to increase that Finalist's votes in any way that breaches these Global Terms.

  11. The Promoter shall not be responsible for any votes that are lost, damaged or delayed for any reason including because of any network, computer hardware or software failure of any kind. In the event of a technical failure or other circumstances beyond the Promoter's reasonable control which affects the voting process, the Promoter will determine how to allocate and distribute the Consumer Prize at its absolute discretion regarding all the circumstances and information available to it at the time.

  12. The number of votes received by Finalists during the Voting Period and the corresponding proportion of the Consumer Prize received by each Finalist does not count toward and has no impact on the outcome of The Chivas Venture Global Final nor the allocation and award of the Grand Prize awarded pursuant to Stage 3 of the Competition.

STAGE 3 – THE CHIVAS VENTURE GLOBAL FINAL

  1. The Chivas Venture Global Final is scheduled to take place during May 2019 in Europe with the exact dates and location to be confirmed to Finalists.

  2. The Local Terms applicable to each Finalist set out the terms relating to the Local Competition prizes and the travel, accommodation and catering arrangements that apply during The Chivas Venture Global Final.

  3. The Chivas Venture Global Final will be divided into three stages, namely the quarter finals ("Quarter Finals"), semi-finals ("Semi Finals") and final ("Grand Final"), described below.

    1. Quarter Finals: The Finalists will deliver a presentation to a small panel of Judges. The best entries as selected by the Judges will proceed to the Semi Finals.

    2. Semi Finals: The Finalists will deliver a presentation to a small panel of Judges. The 5 best entries as selected by the Judges in the Semi Finals will proceed to the Grand Final.

    3. Grand Final: The Finalists will deliver a presentation to a selected panel of Judges at a gala event.

  4. Precise details regarding expected duration and format of any presentations will be disclosed to the Finalists prior to The Chivas Venture Global Final.

  5. Those Finalists who are eliminated at the Quarter Final and Semi Final stages (the "Eliminated Finalists") will be eliminated from the Competition and will not have an opportunity to make any presentations in the subsequent Grand Final stage but they will still be awarded any proportion of the Fund awarded to them in the Voting Period. Eliminated Finalists may also be required to participate in any Competition publicity, in accordance with these Global Terms, and will be required to attend the Grand Final.

  6. The Judges will consider the following broad criteria when evaluating the presentations at each of the 3 stages:

    1. Market opportunity and need: Demonstrates that the business is tackling a clear and large social and/or environmental issue, has strong market potential, clear target customers and beneficiaries, and is aware of alternative solutions and competitors.

    2. Business model and team: Presents a compelling solution and value proposition, with a sound business model that can generate sustainable revenue, while creating social / environmental impact. Demonstrates that the business has the right team in place to succeed (skills, experience, commitment).

    3. Measurable social impact: Demonstrates that business activities will lead to the desired social / environmental impact (Theory of Change), with clear impact metrics, KPIs and goals. Shows that the business will make a significant difference to the problem (transformational vs incremental change).

    4. Scalability potential: Displays a strong vision and demonstrates that the business has potential to significantly scale its revenue and its social / environmental impact.

    5. Financials: Presents sound financial projections, and well-justified Chivas Venture funding request (up to $750,000), that is likely to be catalytic of substantial growth in terms of impact /revenue / customers.

    6. Pitch: Quality of the pitch and passion of the Representative.

  7. The Judges will determine how to allocate the Grand Prize in their absolute discretion. For example, the total Grand Prize may be awarded to one Finalist or a larger group of some or all the Finalists. The Judges reserve the right to allocate up to US$50,000 of the Grand Prize considering audience participation or audience opinions (which may take any format decided by the Promoter in its sole discretion) at The Chivas Venture Grand Final. The allocation of the entire Grand Prize will be announced at The Chivas Venture Grand Final and confirmed in writing to the corresponding winners within 5 business days after The Chivas Venture Grand Final.

  8. The Judges' decisions are final and binding on all matters relating to the allocation of the Grand Prize and no correspondence will be entered in relation to such allocation either by the Judges or the Promoter.

  9. The Promoter will endeavour to pay the to the winning Finalist(s) via bank transfer by midnight on 15th July 2019.

THE GLOBAL COMPETITION MATERIALS AND PROFILES ON THE PROMOTER'S WEB SITE

  1. The Promoter will create certain materials to enable the Promoter to devise advertising and promotional campaigns in support of the Global Competition and will include the following:

    1. a profile of each Finalist for the Website (the "Entrant Profiles");

    2. participation in and creation of public relations, promotional and marketing activities, including the creation of marketing materials through photoshoots, filming of different stages of the Competition, webisodes, social media and digital content and advertising in all media (the "Promotional Materials"); and

    3. together with any other marketing materials as may be requested by the Promoter in connection with the Global Competition and/ or its products and services (the "Global Competition Materials").

  2. The Promoter may use the services of specialist external marketing and PR agencies ("Agencies") to assist it and the Finalists with the preparation of the Global Competition Materials. The Finalist shall co-operate fully with the Agencies as reasonably required by the Promoter.

  3. The Promoter estimates that the time required for the Finalist to participate in the preparation of the Global Competition Materials will be approximately 3 days. The Finalist must provide any information requested by the Promoter to create the Global Competition Materials ("the Entrant Information") by 30th January 2019 or any such other date specified by the Promoter and communicated to the Finalist. The Finalist shall make any changes to the Entrant Information reasonably requested by the Promoter in accordance with the timeframes specified.

  4. The Promoter shall have final approval over all Entrant Information submitted by the Finalist to create the Global Competition Materials.

  5. The Finalist agrees:

    1. to both provide the Entrant Information and to participate (without any payment whatsoever for either) in the preparation of the Global Competition Materials as may be required by the Promoter;

    2. that they have no right of approval over the Global Competition Materials and that the Promoter has no obligation or liability to any Finalist or Representative who does not like the materials featuring them or their business;

    3. to seek the prior written consent of the Promoter to use the Global Competition Materials (and the Promoter shall have absolute discretion as to whether to consent to such use and release the relevant materials) and include an appropriate credit to the Chivas Venture;

  6. The Promoter will have no obligation to make any use whatsoever of the Entrant Information for any Finalist and it may cease using any Global Competition Materials for any reason or for no reason at any time at its absolute discretion.

  7. The Finalist confirms that:

    1. the Entrant Information it provides is the original work of the Finalist and does not and will not infringe the copyright, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity anywhere in the world;

    2. it will obtain prior to submission, all licences, releases and consents ( "Releases" ) necessary to permit the use of the Entrant Information. The Promoter reserves the right to request proof of these Releases in a form acceptable to the Promoter from any Finalist at any time. The Promoter, in its absolute discretion, may cease to use any Global Competition Materials if the Finalist fails to provide any Releases upon request; and

    3. any individuals featured in the Entrant Information have consented to the submission of the Entrant Information and use and inclusion of such materials in the Global Competition Materials in accordance with these Global Terms.

PUBLICITY

  1. The Finalist may be required to attend public relations events ("PR Events") to promote the Finalists, their business ideas, the Global Competition and/or the Promoter and its products and services.

  2. The Promoter will give the Finalist reasonable notice of his or her attendance at any PR Event. The Finalist agrees to co-operate with the Promoter and/ or any Agencies in attending any PR Events. Reasonable travel costs and expenses must be agreed with the Promoter in advance and will then be reimbursed upon production of valid receipts.

  3. The Finalist agrees not to release any publicity or other materials on its own or through a third party regarding its participation in or any other aspect of the Competition without the prior consent of the Promoter, which it may withhold in its absolute discretion.

DUE DILIGENCE AND BACKGROUND CHECKS

  1. The Finalist is required to submit business information in the prescribed form as part of the application process for the Local Competition. The Finalist will also be required to provide further business information to a third-party business analyst appointed by the Global Promoter, as part of a global due diligence process (the "Due Diligence") for the Global Competition. If any requested information is missing from the application form or Due Diligence materials, the Finalist shall provide such information upon the analyst's or Promoter's request.

  2. The Finalist may also be required to participate in a telephone call with a representative of the Promoter to answer due diligence enquiries.

  3. The Promoter reserves the right to conduct further background checks on the Finalist and its business idea, including without limitation, financial, civil and criminal court records and police reports on the Finalist and other directors of the Entrant (the "Background Checks"). By participating in the Global Competition you give the Promoter permission to conduct such background and financial or criminal checks and, if necessary, to provide such written authorisation and information as may be required by the Promoter to enable it to carry out the Background Checks.

DISQUALIFICATION

  1. The Promoter may exercise, at its absolute discretion, its right to disqualify the Finalist from the Global Competition, at any time during the Global Competition, and without limiting the other rights the Promoter may have at law or as set out in these Global Terms, where the Promoter discovers:

    1. the Finalist has participated in, facilitated or procured the casting of invalid votes;

    2. the Finalist has failed to comply with the Local Terms or the Global Terms;

    3. the Finalist or any person connected to the Finalist including the immediate family of directors or business partners, has committed or commits any act or acts that, in the sole opinion of the Promoter, might reflect negatively on Promoter, brings or threatens to bring the Promoter or the Pernod Ricard S.A. group into disrepute;

    4. the Finalist behaves in a way that is in breach of the Code; or

    5. the Promoter discovers that any information it provides in relation to itself or the Entrant is incorrect; or

    6. based on the results of the Background Checks, the Promoter determines in its absolute discretion that the Finalist is not a suitable candidate to participate in the Global Competition, including, without limitation, because the Finalist's participation in the Global Competition might reflect negatively on the Promoter and/or the Pernod Ricard group.

  2. If the Promoter decides to exercise its discretion to disqualify the Finalist from the Global Competition it shall give written notice of such decision together with the reasons for that decision. Any such disqualification shall take effect immediately upon receipt by the Finalist and the Promoter may reclaim any of the Consumer Prize or the Grand Prize already paid to the Finalist.

IMPACT REPORTING

  1. The Finalist agrees to provide the following business information to the Promoter (upon request of and by the date specified by the Promoter) following the Global Competition (and using, where applicable, currency conversion rates or any templates or formats specified by the Promoter) for a further period of two years:

    1. the percentage growth in revenue and profit during the Competition period and thereafter;
    2. the annual revenue of the business over the last 3 years;
    3. the growth of the business since the Competition including the number of employees and markets entered;
    4. details of how any money awarded during the Competition was used by the business;
    5. data showing the impact of any money awarded to the business during The Chivas Venture (e.g. the number of people impacted, the number of customers or beneficiaries reached or the number of products sold by the business); and
    6. general information about the plans for the business and the projected growth of the business (the "Business Information").
  2. The Finalist will ensure that the Business Information is fully accurate as at the time it provides such information to the Promoter.

  3. The Finalist agrees that the Promoter may use the Business Information in a published impact report relating to the Competition, in statistics and data relating to the Competition and the Promoter's corporate social responsibility contributions. The Promoter agrees to keep the Business Information confidential other than in its use in such report.

COMPLIANCE WITH THE PERNOD RICARD CODE OF RESPONSIBLE MARKETING ("THE CODE")

  1. The Promoter is a member of the Pernod Ricard group of companies and is required to ensure that all aspects of the Global Competition, including the Global Competition Materials, comply with the Code. A full copy of the Code can be viewed here.

  2. The Finalist is required to ensure that its business and conduct throughout the Global Competition is entirely consistent with and in accordance with the Code and the Finalist shall co-operate fully with the Promoter and assist the Promoter to ensure full compliance with the Code.

DATA PROTECTION

  1. The Promoter shall process (including, for the avoidance of doubt, sharing with specified third parties) any personal data collected pursuant to the Competition in accordance with these Global Terms, the Local Terms and Promoter's privacy policy (available on its Website). By entering the Competition, each Entrant consents to all such personal data being processed in this regard (including confirming that it has obtained the consent of any individuals whose personal data it submits to the Promoter or Local Promoter for such processing as part of any entry to or aspect of the Competition).

CONFIRMATION OF KEY ELIGIBILITY CRITERIA AND SUITABILITY

  1. The Finalist confirms that:
    1. its business is a for-profit legal entity, and it has been established in accordance with all applicable federal, provincial, state and local laws rules and regulations;
    2. the Finalist is 25 years of age or older with power to bind the Entrant; 3.its business does not and will not violate the rights of any third party;
    3. neither the Finalist nor any of its directors or officers have ever been convicted of fraud, been bankrupt or disqualified from acting as a company director;
    4. the Finalist will not act in any way or release any material that is untrue or which could reasonably be considered to be obscene, blasphemous or defamatory, derogatory or disparaging, or that may or does adversely affect any advertising or promotional campaign of the Promoter, or may or does bring the Promoter into disrepute including but not limited to any arrest, prosecution or conviction relating to any criminal or illegal act including without limitation, any drink, dangerous or reckless driving event;
    5. the Finalist has and will fully comply with the Code as set out in clauses 50 and 51;
    6. the Finalist shall not, without the consent in writing of the Promoter, use, reveal or make public any financial or business information of the Promoter or any member of the Pernod Ricard group;
    7. the Finalist has disclosed to the Promoter in writing any incidents in its past or present personal or business circumstances that a reasonable person would reasonably expect to be material to the Promoter in operating the Global Competition and giving exposure to the Finalist;
    8. the Finalist has complied with the Local Terms and has complied and will continue to comply with the Global Terms; and
    9. any Entrant Information which the Finalist has provided to the Promoter, not violate or infringe the rights of any person or entity.

LIABILITY AND INDEMNITIES

  1. The Finalist agrees to defend, release, discharge, indemnify and hold harmless upon demand the Promoter, its parent, affiliates, subsidiaries, and Agencies and the respective officers, directors, shareholders, employees, agents and representatives of the foregoing from any and all losses, claims, allegations, demands, costs, liabilities, judgments, settlements, penalties, damages and expenses (including, without limitation, reasonable legal fees and settlement costs) resulting, in whole or in part from the Finalist's participation in, or disqualification from, the Global Competition or Local Competition including without limitation:

    1. any travel/activity related or in any way connected to the Competition (including, without limitation, transportation to, participation in or accommodation at any events which form part of, are related to or are ancillary to the Competition);
    2. any related activity or the acceptance, possession, use or misuse of any awarded prize;
    3. any alleged or actual violation of the Local Terms or Global Terms;
    4. any actual or alleged breach of any representation, warranty or agreement in the Global Terms; and
    5. any use of the Global Competition Materials permitted in the Global Terms.
  2. Nothing in these Global Terms limits either the Promoter's or the Finalist's liability for fraud, or for death or personal injury caused by its negligence or any other liability to the extent that such liability cannot be excluded or limited as a matter of law.

  3. The Promoter is not responsible or liable for:

    1. entries, votes or other communications which are misdirected, lost, delayed, damaged or corrupted during delivery to or from the Local Promoter due to any computer malfunction, virus, bug, delay, erroneous or any other reason whatsoever;
    2. lost, interrupted or unavailable network, server, telecommunications, satellite, Internet Service Provider (ISP), website, or other connections;
    3. computer hardware or software malfunctions, failures or difficulties;
    4. any incorrect or inaccurate information, whether caused by human error, site users, tampering, hacking, or by any equipment or programming associated with or utilised in the Competition;
    5. injury or damage to the Finalist's computer or to any other person's computer related to or resulting from participating in the Competition or downloading materials from or use of the Competition website; or
    6. other errors or difficulties of any kind, whether human, mechanical, electronic, computer, network, typographical, printing or otherwise, relating to or in connection with the Global Competition including, without limitation, errors or difficulties which may occur in connection with the administration of the processing of applications, the judging process, the announcement of the Global Competition winner or in any Global Competition Materials.

EXCLUSIVITY

  1. The Finalist agrees not to enter any endorsement or promotion arrangement relating to another alcohol brand from the date of submitting their Competition application until either:

    1. the Finalist receives confirmation that it has not been selected to proceed to the final of the Local Competition; or
    2. if the Finalist it selected to participate in the final of the Local Competition, until midnight on 1st December 2019.

NOTICES

  1. Any notice to be given under these Global Terms shall be in writing and shall be deemed to have been received:

    1. if delivered personally, at the time of delivery;
    2. if sent by prepaid first class recorded delivery post, at 9.00 am on the second working day after posting;
    3. if delivered by commercial courier, on the date and at the time that the courier's receipt is signed; and
    4. if sent by email, at the time of transmission.

DISPUTE RESOLUTION

  1. Except where prohibited by law, the Finalist agrees that:

    1. any disputes, claims and causes of action arising out of or connected with the Competition shall be resolved exclusively by the courts of England and Wales; and

    2. under no circumstances will the Finalist be permitted to obtain awards for, and Finalist hereby waives all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and all rights to have damages multiplied or otherwise increased.

ENTIRE AGREEMENT

  1. These Global Terms, the Local Terms and the Information for Entrants document, together with any documents referred to within these (such as the details of the Consumer Voting Period to be published on the Promoter's Website) comprise set out the entire agreement between the Finalist) and the Promoter with respect to the Global Competition.

GOVERNING LAW

  1. The Global Competition and these Global Terms shall be governed by the laws of England and Wales without regard to any conflict of law provision or rule that would result in the application of the law of any other jurisdiction. All issues and questions concerning the construction, validity, interpretation and enforceability of these Global Terms, or the rights and obligations of the Finalist and Promoter about the Global Competition, shall be governed by, and construed in accordance with, the laws of England and Wales.