These are the terms and conditions (the ‘Terms & Conditions’) that govern the Programme (defined below) and the relationship between [Marriott Hotels International Limited | Barnard's Inn | 86 Fetter Lane | London EC4A 1EN ], (‘Marriott Hotels’) and participating Marriott hotels chosen at the Organisers' sole discretion and notified to Marriott Hotels TestBED Participants (defined below) during the Programme (‘Participating Marriott Hotel(s)’ and, together with Marriott Hotels, referred to as the ‘Organisers’)) and any individual, team of individuals and/or organisations that wish to take part in the Programme (the ‘Applicant(s)’).
Marriott Hotels has created ‘Marriott Hotels TestBED’ – an accelerator programme designed to fast track the growth of startup companies developing innovations that can be implemented by Marriott Hotels and help enhance its guest experience (the ‘Programme’ or ‘MHT’).
Following the submission of Applications (defined in clause 5.2) for the Programme, Marriott Hotels will select a number of Applicants to pitch for the opportunity to be invited to participate in the Programme and will then select two (2) Applicants, inviting them to participate in the Programme, in accordance with these Terms & Conditions (the ‘MHT Participant(s)’). The MHT Participants will gain the opportunity to pilot their Products and/or Services (defined in clause 5.1) described in their Application that could shape Marriott Hotels’ guest experience of the future.
During the Programme, the MHT Participants will go through a series of training and mentoring designed for their businesses’ rapid growth and success. They will be offered a testbed for their Products and/or Services at a Participating Marriott Hotel and the ability to gain valuable feedback from guests of the Participating Marriott Hotels and associates of the Organisers. They might also gain the opportunity to enter a commercial relationship with Marriott Hotels and/or a Participating Marriott Hotel at the sole discretion of Marriott Hotels and/or a Participating Marriott Hotel. Please note the first right of refusal and last matching rights at clause 13 in respect of Products and/or Services that were developed and/or piloted by MHT Participants during and in relation to the Programme. The MHT Participants' participation in the Programme will be recorded and videos will be distributed via Marriott Hotels' marketing channels.
Participation in the Programme constitutes each Applicant's full and unconditional agreement to these Terms & Conditions and to the Organisers’ decisions, which are final and binding in all matters related to the Programme. Participation in the Programme is contingent upon fulfilling all requirements and compliance with all terms set forth in these Terms & Conditions and entering into further agreements (as specified in these Terms & Conditions). The Organisers assume that by applying for the Programme, Applicants have legal capacity to agree to the Terms & Conditions (i.e. that Applicants are of sufficient age and mental capacity and are entitled to be legally bound in contract) and legal capacity to complete the Programme.
1.1 ‘Applicant(s)’ – as defined in the Introduction.
1.2 ‘Application(s)’ – as defined in clause 5.
1.3 ‘Application Form’ – as defined in clause 5.2.
1.4 ‘Application Period’ – as defined in clause 4.
1.5 ‘Business’ – as defined in clause 5.1.
1.6 ‘MHT’ or the ‘Programme’ - as defined in the Introduction.
1.7 ‘MHT Material’ – as defined in clause 12.6.
1.8 ‘MHT Panel’ - the team of individuals appointed to judge Applicants’ Applications and pitches
1.9 ‘MHT Participants’ - as defined in the Introduction.
1.10 ‘Organisers’ - as defined in the Introduction.
1.11 ‘Participating Marriott Hotels’ - as defined in the Introduction.
1.12 ‘Pitch Day’ – as defined in clause 7.2.
1.13 ‘Products and/or Services’ – as defined in clause 5.1.
1.14 ‘Short List’ – as defined in clause 7.2.
1.15 ‘Terms & Conditions’ – as defined in the Introduction.
1.16 ‘Website’ – as defined in clause 5.2.
2. PROGRAMME DATES
Applications Open: 14/09/2016
Applications Close: 16/10/2016
Short List Announced: 21/10/2016
Pitch Day: 04/11/2016
MHT Participants announced: 02/11/2016
MHT programme Commences: 15/11/2016
Internal Showcase Day, followed by dinner: 15/12/2016
MHT Ends: 23/12/2016
3. ELIGIBILITY FOR TAKING PART IN THE PROGRAMME
3.1 The Organisers are looking for Applicants who are seed and/or early stage startups that have developed products and/or services that are ready to go to market. (e.g. have not yet been launched or have been launched in a beta and/or small scale and still require piloting and customer feedback opportunities in order to testbed and/or improve them).
3.2 All Applicants must be at least 18 years of age.
3.3 International Applicants who are invited to the UK to participate in the Pitch Day (defined at clause 7 below), or in the MHT, may be subject to UK visa restrictions and are responsible for ensuring that they are able to take part in the accelerator. International Applicants who are invited to the UK must also be prepared to pay travel costs associated with their trip. At its discretion, MHT may pay travel costs for international Applicants.
3.4 An individual may join more than one team or organisation, and an individual who is part of a team or organisation may also enter the Programme on an individual basis, provided they meet the eligibility requirements for individual Applicants (set in clause 6 below)
3.5 The following individuals and entities are not eligible regardless of whether or not they meet the criteria set forth above: Organisers' associates and/or employees and/or agents and/or entities that partner in the management, administration and promotion of the Programme (including without limitation members of the MHT Panel) and/or Applicants that are affiliated with one or more of Marriott Hotels competitors.
4. PROGRAMME APPLICATION PERIOD
Applicants may submit an Application (defined in clause 5.2 below) between 00:00 British Summer Time (‘BST’) on 14/09/2016 and 24:00 BST on 16/10/2016 (hereinafter the ‘Application Period’).
Any Application submitted outside the Application Period shall be ineligible and shall not be accepted.
5. APPLYING FOR MARRIOTT HOTELS TESTBED
5.1 To submit an application to the MHT, Applicants must comply with the below criteria:
- Startup maturity level of the Applicant: Seed and/or early stage startup which has developed products and/or services that are ready to go to market - have not yet been launched or have been launched in a beta and/or small scale and still require piloting and customer feedback opportunities in order to testbed and/or improve them ( the ‘Business’).
- The chosen products and/or services developed by the Applicant for inclusion in the Applicant's Application for the Programme should comply with the following:
- Aimed at or can fit the travel and hospitality sector;
- Can improve the Marriott Hotels experience by providing its guests with the tools to drive their creativity, pursue their ambitions, and celebrate their achievements whether before, during or after their stay;
Can help Marriott Hotels gain better understanding of their guests in a way that can impact their experience;
- Can be implemented on a single hotel level; and
- Does not require integration into the Marriott Hotels global systems.
(the ‘Products and/or Services’)
5.2. To submit an application for the Programme, Applicants will need to visit the Programme website located at www.MarriottTestBED.com (the ‘Website’) and complete the application process by doing the following during the Application Period:
a. Complete and submit the online Programme application form (‘Application Form’);
b. Application Forms are in English and must be filled out in English;
c. Application Forms may be disqualified if they are:
i. filled out in any language other than English; and/or
ii. contain information that is not in accordance with the on-screen instructions.
d. When providing reasons for why the Applicant should be selected to participate in the Programme, the Applicant should focus on 4 areas:
i. the Idea: Information about the Applicant’s core Product or Service; what it is, how it works, why it is significant, how it will affect the Marriott Hotel guest experience, market opportunity, go-to-market/sales strategy and competition;
ii. the founder(s): Information about the individual(s) who conceived the idea; their motivations, background and interests;
iii. the team: Information about non-founding members of the team (if applicable); who they are, what their roles and responsibilities are;
iv. the company: Historical and financial information about the Business and the Applicant company (if applicable);
e. Applicants are encouraged to provide a link to a demo video(s), no more than 60 seconds in length;
f. Read and accept the online copy of these Terms & Conditions by clicking the tick box; and
g. Click the tick box on completion and submit the Application Form
6. GENERAL REQUIREMENTS FOR APPLICATIONS
6.1 An Applicant may enter more than one Application. However, each Application must be, at the sole discretion of the Organisers, substantially different from the Applicant’s other Applications. If similar Applications are received, the Organisers may require the Applicant to choose one of the similar Applications to enter. If an individual is a member of more than one team or organisation, the Applications made by the team or organisation that the individual is part of must be substantially different from other Applications the individual is involved in.
6.2 An Application may be rejected at the sole discretion of the Organisers for any reason, including if the Application, either in part or in its entirety, is deemed to be obscene, defamatory, likely to incite violence or illegal activity, in violation of any third party’s rights or any relevant regulations or is otherwise deemed to be inappropriate and/or unlawful.
6.3 Applications and Products and/or Services must not violate the intellectual property rights or other rights including, but not limited to, copyright, trademark, patent, contract, and/or privacy rights of any other person or entity.
6.4 Applications must not attempt to duplicate a prior Application already submitted in this Programme. The Organisers reserve the right to disqualify any Application that in its opinion is a duplicate or substantially similar to another Application.
6.5 Applicants who would like to present (and subsequently pilot) their Products and/or Services that might require authorisations and/or certifications by government and/or regulatory bodies must include those in their Application.
6.6 Each Applicant who is a team or organisation shall appoint one individual (the “Representative”) to represent it and act on behalf, including registering and entering an Application, of said team or organisation. The Representative must be duly authorized to submit the Application on behalf of the team or organisation, authorised to legally and contractually bind such team or organisation and authorised to grant the rights of such team or organisation as required under these Terms & Conditions. The Representative represents and warrants that he/she is duly authorized to act on behalf of the team or organisation and has read the Terms & Conditions, and that the team or organisation agrees to abide by these Terms & Conditions. The Representative will ensure that each member of the team or organisation participating in entering the Application, or in decisions related to the Application, has read and complies with the Terms & Conditions. The Applicant must be able to provide such authorisations, consents, and confirmations to the Organisers immediately in a form acceptable to the Organisers. Failure to do so may result in the Applicant's disqualification. The representative will advise the Organisers immediately if he/she is no longer authorised to act on behalf of a team or organisation;
6.7 By entering an Application the Applicant represents, warrants and agrees that:
a. it is the sole creator, author and owner of the Products and/or Services described in its Application;
b. it has the right to make the Products and/or Services described in its Application available to the Organisers for all purposes of its Application and the Programme;
c. its Business and its Products and/or Services (as specified in the Application), its Application and any use of the Application by the Organisers, and/or the MHT Panel (or any of their respective partners, subsidiaries and affiliates) as authorized by these Terms & Conditions, shall not infringe upon, misappropriate or otherwise violate any third party intellectual property right or proprietary right including, without limitation, any registered or unregistered trademark, copyright, design rights or patent, nor any privacy rights, moral rights nor any other rights of any person or entity;
d. its Application and the Products and/or Services described in its Application do not contain any content which violates or infringes upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent or otherwise objectionable, which encourages conduct or is conduct that would constitute a criminal offence, gives rise to civil liability or otherwise violates any applicable law;
e. any videos submitted by the Applicant must be presented in English via on-screen dialogue, dubbed voice-over or subtitles. Videos may feature the voice and/or physical appearance of the Applicants and/or the voice and/or physical appearance of another person as long as the Applicant and such other person sign and return a release waiver if requested by the Organisers, in its sole discretion;
f. it has obtained permission from all individuals that appear (or are otherwise featured) in any video, image, or other visual or audio aspect of the Application (if any) to use their name, picture, image, voice and likeness and to grant the rights set forth herein. If requested, the Applicant must be able to provide such consents, permissions, confirmations and releases to the Organisers immediately in a form acceptable to the Organisers. Failure to do so may result in the Applicant's disqualification;
g. its Application does not disparage the Organisers, the MHT Panel, any other person or party affiliated with the Programme or any other third party; and
h. neither its Application nor the Products and/or Services described in its Application contain any viruses, worms, spyware, or other components or instructions that are malicious, deceptive, or designed to limit or harm the functionality of a computer.
6.8 No changes can be made to Applications once they have been submitted.
7. PARTICIPATING IN THE MHT
7.1 Applications to MHT will be put through an initial screening by the Organisers. All Applications are subject to verification by the Organisers in accordance with these Terms & Conditions. Any attempted form of application other than as described herein is void. All Applications must contain appropriate content. The Organisers, in accordance with these Terms & Conditions, will determine in their sole discretion, what constitutes a valid and eligible Application.
7.2 The Organisers will select a number of Applicants to attend a pitch day in London (the ‘Pitch Day’) , based on the selection criteria below in Clause 9. It is anticipated that around 8 Applicants will be selected (the ‘Short List), though the MHT Panel reserves the right to select more or less depending on the quantity and quality of Applications received. Those who are invited to the Pitch Day will be given the opportunity to pitch their ideas to the MHT Panel. Up to 2 members of an Applicant could deliver the Applicant’s pitch and Marriott Hotels will offer a one night complimentary stay for the pitching Applicants plus flight expenses (if required) of up to £300 per person. Pitches are expected to take place in 2 sessions: a morning session and an afternoon session. In each of the sessions, Applicants in the Short List will be given the opportunity to pitch their idea and demo their Products and/or Services. Each Applicant in the Short List will have 30 minutes to deliver their pitch and demo. At the end of each pitch, the MHT Panel will conduct a Q&A session with such Applicant. The Organisers will seek to make arrangements for International Applicants to attend remotely, for example by using Skype or Google Hangouts.
7.3 The two (2) Applicants from the Short List with the ideas which most impress the MHT Panel, based on the selection criteria below in Clause 9 and based on their pitch and demo and Q&A session, will be invited to participate in the MHT and will be sent further documentation to be entered into with the Organisers. The invitation to participate in the MHT must be accepted as awarded and is non-transferable or convertible to cash or other substitutes.
7.4 Should a successful Applicant wish to accept such offer and participate in the MHT they will be required to enter into further documentation. This may include a requirement to go through a Due Diligence process (as specified in clause 10.2 below) enter other contractual agreements with the Organisers and/or set up a limited company which owns the intellectual property rights in the Products and/or Services. Applicants may also be subject to criminal record checks before entering the Programme.
7.5 The detailed requirements for entering into the MHT are to be negotiated between the Organisers and the Applicant. Once an invitation has been issued, and until and unless such documentation is agreed and entered into by all parties the Applicant shall not be obligated to participate in the MHT and the Organisers shall not be obliged to admit the Applicant to the MHT. All required documentation must be completed, signed and returned to Marriott Hotels at www.MarriottTestBED.com by 09/11/2016 Once the documentation is complete, the Applicant will become an MHT Participant.
7.6 Participation in live training, workshops and hosted events during the MHT is mandatory for all MHT Participants, represented by up to three members of their team and/or organisation. Participation in online training is open to all Participants teams/employees.
7.7 Information about the training program and pilot structure will be communicated to MHT Participants prior to the commencement of the Programme.
7.8 Summarizing Showcase: At the end of the Programme, the MHT Participants will present their learnings from the Programme and their future roadmap to the MHT Panel. Videos and images captured through the pilot could be used. Presentations will be recorded and could be uploaded to Marriott Hotels’ website www.MarriottTestBED.com and/or distributed via Marriott Hotels’ marketing channels. The representations and warranties provided by the MHT Participant under clause 6.7 in relation to the Application apply here equally in respect of any videos, images and other content used on the internal showcase day.
7.9 Showcase dinner: a dinner will be held at the end of the Programme where MHT Participants will pitch their Product and/or Service one final time to an audience, which may include, at Marriott Hotels’ discretion, potential investors and partners invited by Marriott Hotels and MHT Participants will have the opportunity to network with investors.
7.10 By being chosen as an MHT Participant, MHT Participants agree to being filmed and recorded throughout the Programme and consent to the use of such content at Marriott Hotels' sole discretion in any and all media now known or not currently known, throughout the world in perpetuity without further consideration, compensation, permission or notification to the MHT Participant or any third party.
8. THE MHT
The 2 selected MHT Participants, as mentioned in subsection 7.3, above will be invited to participate in the MHT – a 6 week Programme, during which the Organisers will offer a variety of benefits including:
8.1 Partner with Marriott Hotels on a pilot:
a. Use a Marriott Hotel as a ‘test bed’ to trial one of their Products or Services.
b. Gain valuable consumer feedback, from guests of Participating Marriott Hotels and from Marriott Hotels' associates.
8.2 Publicity as a Marriott Hotel partner through Marriott Hotels’ marketing (including press, social media and relevant events).
8.3 A 3 day bootcamp followed by a series of training and workshops delivered by professionals from the travel/hospitality and from the marketing industry:
a. workshops delivered by Marriott Hotels professionals to help MHT Participants understand the requirements and ways to win in the travel industry
Examples: Working with procurement departments; implementing new products in properties; working with multiple markets
b. A series of workshops delivered by Marriott Hotel’s marketing agencies that will provide MHT Participants with knowledge and tools
Examples: marketing in a digital world; pitching to win business; driving SEO; winning with PR; developing a Social Media strategy etc.
8.4 A bi-weekly mentoring session delivered by Marriott Hotels professionals.
8.5 The number of participants in the bootcamp will be limited to 3 persons per MHT Participant. Therefore, if an MHT Participant is a team or organisation, it must select 3 of its team members to attend the bootcamp.
8.6 Workshops and trainings delivered via online communication are open to all MHT Participants members.
8.7 During the bootcamp MHT Participants will be enjoying the hospitality of the Marriott Hotel including full accommodation and food for 3 nights in a selected Marriott Hotel. .
8.8 During the Programme, and in order to support piloting of the Products and/or Services, MHT Participants (up to 2 team members) will enjoy up to two nights’ stay at the Marriott pilot hotel including access to executive lounge. Marriott Hotels will also contribute up to £300 per person for flight expenses (if required) for these visits.
8.9 Marriott Hotels will provide a complimentary one night stay for up to 2 persons of each Participant, as well as travel costs (if required) of up to £300 per person , for the Summarizing Showcase and Showcase Dinner.
8.10 All other expenses, including without limitation, travel to and from the MHT locations, ground transportation and transfers, beverages, gratuities, additional spending money, personal expenses, souvenirs, incidentals, insurances, visas and other expenses not expressly specified herein are the sole responsibility of the MHT Participants. MHT Participants are also solely responsible for arranging their travel arrangements and documents.
8.11 At Marriott Hotels sole discretion, invites to industry trade shows as part of Marriott Hotels' booths and at Marriott Hotels sponsored TEDx events
8.12 MHT Participants (up to 2 per Business) will enjoy an annual free membership and benefits of the Marriott Platinum Rewards club
9. SELECTION CRITERIA
The MHT Panel will rate the quality of all eligible Applications to the Programme using the following six equally weighted criteria:
i. Appeal and quality of the Applicants Products and/or Services
ii. Potential impact on Marriott Hotels business
iii. Easiness of integration
iv. Potential for scalability across the Marriott Hotels network
v. Quality of the team
10. VERIFICATION OF POTENTIAL MHT PARTICIPANTS
10.1 The 2 selected MHT Participants will be notified via mail and written notice within 5 working days from the date of the MHT Pitch day,
10.2 ALL MHT PARTICIPANTS WILL BE SUBJECT TO FURTHER DUE DILIGENCE WHICH MAY INCLUDE VERIFICATION OF IDENTITY, QUALIFICATIONS AND ROLE IN THE CREATION OF THEIR THE PRODUCTS AND/OR SERVICES DESCRIBED IN THEIR APPLICATION BY THE ORGANISERS AND DUE DILIGENCE ON THE PARTICIPANT TEAM, ORGANISATION OR COMPANY, INCLUDING COMPLIANCE WITH ALL RELEVANT REGULATORY AND SECURITY GUIDELINES. THE DECISION OF THE ORGANISERS IS FINAL AND BINDING IN ALL MATTERS RELATED TO THE PROGRAMME.
MHT Participants must continue to comply with these Terms & Conditions throughout the Programme.
10.2 At the sole discretion of the Organisers, an MHT Participant will be deemed ineligible if:
a. the documentation referred to in clauses 7.4 and 7.5 has not been agreed and executed by 09/11/2016; and/or
b. they are uncontactable for a period of more than 7 days; and/or
c. any member of their team or organisation (as relevant) is disqualified for any other reason; and/or
d. the Organisers have reasonable grounds for believing that an MHT Participant and/or any member of their team or organisation (as relevant) has contravened any of these Terms & Conditions and/or provided inaccurate or fraudulent information in an Application or otherwise, even after the MHT Participant has been selected; and/or
e. an MHT Participant is unable to accept the invitation to participate in the Programme; and/or
f. they refuse to participate in the Programme or any part of it.
10.3 In the event of disqualification, the Organisers, at their sole discretion, may select an alternate MHT Participant to participate in the Programme.
11. APPLICATION CONDITIONS AND INDEMNITY
11.1 Each Applicant acknowledges and agrees that the relationship between the Applicants, the Organisers, Marriott Hotels, and the MHT Panel is not a confidential, fiduciary, or other special relationship, and that the Applicant’s decision to provide the Applicant’s Application to the Organisers for the purposes of this Programme does not place the Organisers, the MHT Panel and their respective agents in a position that is any different from the position held by the members of the general public with regard to elements of the Application, except as specifically provided in these Terms & Conditions. The Organisers and the MHT Panel will not enter into non-disclosure agreements with Applicants in relation to the Applicant's Business, Products or Services in connection with the Programme.
11.2 Applying to and/or participating in the Programme shall not be deemed as creating any employer-employee relationship between the Organisers and/or any of their affiliate entities and/or agents and the Applicants.
11.3 By entering, each Applicant (including all participating members of a team or organisation) agree(s) to:
a. comply with and be bound by these Terms & Conditions and the decisions of the Organisers and/or the MHT panel, which are binding and final in all matters relating to this Programme; and
b. indemnify, defend and hold harmless Marriott Hotels, and their respective parent, subsidiary, and affiliated companies and any other organizations responsible for sponsoring, fulfilling, administering, advertising or promoting the Programme, and all of their respective past and present officers, directors, employees, agents and representatives from and against any and all claims, expenses, and liabilities (including legal fees), including, but not limited to, negligence and damages of any kind to persons and property, defamation, infringement of trademark, copyright, design right or other intellectual property rights, property damage, or death or personal injury arising out of or relating to an Applicant’s Application, Products and/or Services, participation in the Programme, participation in Pitch Days, publication and/or the broadcast, transmission, performance, exploitation or use of an Application (and any part thereof) and/or other any content submitted by the Applicants and/or MHT Participants as authorized or licensed by Applicants and/or MHT Participants by these Terms & Conditions.
12. INTELECTUAL PROPERTY
12.1 An Application to the Programme and/or participation in the Programme by an MHT Participantshall not operate to transfer any pre-existing intellectual property rights belonging to the Applicant and/or MHT Participant to the Organisers nor shall it operate to transfer any pre-existing intellectual property rights belonging to the Organisers (or their respective licensors’) to the Applicants and/or MHT Participants.
12.2 The MHT Participants may only use the Organisers intellectual property rights, including but not limited to their rights in trademarks, trade names, logos, promotional material, web pages, Programme documentation or presentations, as strictly necessary for participation in the Programme, as expressly permitted by these Terms & Conditions, or as expressly authorised in writing by Marriott Hotels . Any right to use such material shall be non-exclusive and non-transferable and shall immediately terminate at the end of the Applicant’s involvement in the Programme.Applicants do not have any right to use the Organisers intellectual property rights for any reason. Without derogating from the above said in this clause, Participants will be able to use the MHT and/or Marriott Hotels logo in order to indicate that they took part in the Programme.
12.3 By submitting an Application to the Programme, Applicants agree that the Organisers, and the MHT Panel may make use of the Applicants' intellectual property rights as reasonably required for the purposes of reviewing Applications, selecting Applicants for the Short List, selecting MHT Participants, the operation of the Programme and as otherwise stated in these Terms & Conditions, including in publicity material. Each Applicant hereby grants to the Organisers a non-exclusive, royalty free license, sub-licensable license to use and exploit all intellectual property rights associated with the Application (and any part thereof) and/or any other content submitted by the Applicants and/or MHT Participants (including, but not limited to, all copyright, trademarks, patent and design rights) including without limitation, to use, adapt, reproduce, disseminate, represent, modify, publish, communicate and/or broadcast to the public and publicly display such Application (and any part thereof) and/or any other content submitted by the Applicants and/or MHT Participants in whole or in part, on a worldwide basis, and to incorporate it into other works, in any form, media or technology now known or later developed, including for administrative, promotion and/or marketing purposes related to the Programme. To be clear, such license does not give the Organisers any right to sell the Application (and any part thereof) and/or any other content submitted by the Applicants and/or MHT Participants to a third party. No form of direct monetisation of the Application (and any part thereof) and/or any other content submitted by the Applicants and/or MHT Participants by the Organisers is permitted without the express written consent of an Applicant. Any use of an Applicant's and/or MHT Participant’s intellectual property for business purposes outside the Programme (for example the use of an Applicant's and/or MHT Participant’s copyrighted material in Marriott Hotels’ business processes or the manufacture or production of an Applicant's and/or MHT Participant’s Products and/or Services) shall be conditional upon the Applicant and/or MHT Participant (as relevant) entering into a commercial agreement on suitable terms with Marriott Hotels and it is expressly acknowledged that none of the parties are under any obligation to enter into such agreement.
12.4 It is the intention of the Programme that the MHT Participants shall develop and improve its Products and/or Services during the course of the Programme. Whilst the Applicant is primarily responsible for such development, Marriott Hotels may at its sole discretion provide some input, assistance or advice from time to time during the Programme. Notwithstanding this, all intellectual property rights in the MHT Participants' Products and services shall belong to the MHT Participants and, to the extent Marriott Hotels should otherwise acquire rights in an MHT Participant’s Products or Services, Marriott Hotels hereby assigns to such MHT Participant (or such other party as such MHT Participant may nominate for this purpose) by way of present assignment of future rights all rights, titles and interests in any such intellectual property as may be generated.
12.5 Clause 12.4 above shall only operate to transfer rights in developments specifically relating to the MHT Participant’s Products and/or Services and does not operate to transfer ownership of pre-existing rights, nor any intellectual property generated during the term of the Programme or thereafter which are not developed specifically in relation to the MHT Participant’s Products and/or Services.
12.6. Where an Applicant and/or an MHT Participant is at any time provided with any material which is owned by the Organisers (or their respective licensors’), including without limitation all trademarks, branding, copyright works, designs and other intellectual property rights, all source codes, documentation, Programme materials and content, software, images, audio, visual, audio-visual, graphics, leaflets, inventions, details of procedures or policies and such other materials provided by the Organisers in relation to the Programme ('MHT Material'), it shall, unless expressly authorised in writing, keep such MHT Material separate from its own material and clearly identified as belonging to Marriott Hotels.
12.7 To the extent that an Applicant and/or MHT Participant is expressly permitted to integrate MHT Material into its own it shall do so in a way that it remains clearly identifiable and shall not do anything to suggest that it has any rights in such MHT Material other than as a licensee. Following the end of the Programme, or on earlier request from the Organisers, Applicants and MHT Participants shall remove all such MHT Material and destroy it or, to the extent that they cannot be separated, destroy the MHT Material . To the extent an Applicant or an MHT Participant should otherwise acquire rights in the MHT Material, the Applicant or an MHT Participant (as relevant) hereby assigns to Marriott Hotels (or such other party as Marriott Hotels may nominate for this purpose) by way of present assignment of future rights all rights, titles and interests in any such intellectual property as may be generated.
12.8 Unless otherwise stated, all MHT Material provided by the Organisers (or on their behalf) to an Applicant and/or MHT Participant (other than that which is in the public domain otherwise than as a result of a breach of confidentiality obligations) is confidential and an Applicants and/or MHT Participants shall not disclose such information to any party save as expressly permitted or requested by law.
12.9 The parties each acknowledge the importance of maintaining the confidentiality of any information relating to anything which is potentially patentable, whether in the UK or in any other country (hereinafter the ‘Invention’). During the course of the Programme it may become desirable for such information to be shared between the MHT Participants, the Organisers (and their respective employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same).
12.10. Where a party receives any information which is informed, is aware, or ought reasonably to be aware may relate to an Invention or potential Invention then it shall keep such information confidential and secure and shall not disclose it to any other party, other than a party to these Terms & Conditions, or a party of a type described in close 12.9. above who is subject to equivalent obligations of confidentiality. Each party agrees that it shall not take any steps which would or may affect the patentability of such Invention. This clause 12.10 shall not apply to information which is in the public domain (other than as a result or a breach of obligations of confidentiality) or which a party is required to disclose by law.
13. RIGHTS OF FIRST REFUSAL
13.1 While the Organisers are not committed to enter any commercial relationship with any of the MHT Participants following the conclusion of the Programme, the MHT Participants grant Marriott Hotels rights of first refusal and last matching right to enter a commercial agreement with the MHT Participant for the further development and/or exploitation of the Products and/or Services that were developed and/or piloted by the MHT Participant during and in relation to the Programme ("Programme Specific Products and Services"), including the right to purchase and/or invest in any of the Programme Specific Products and Services (the "Option") as follows:
a. within [ten (10) days] following the conclusion of the Programme, Marriott Hotels will give written notification to the MHT Participant if it wishes to exercise the Option (“Option Period”). During the Option Period, the MHT Participant shall not enter into discussions with any third party in relation to the Programme Specific Products and Services;
b. in the event that Marriott Hotels exercises the Option, the MHT Participant shall for a period of [sixty (60) days] after such notification by Marriott Hotels under clause 13.1a. above negotiate in good faith and exclusively with Marriot Hotels with the intention of agreeing the terms on which Marriott Hotels will purchase and/or invest in the Programme Specific Products and Services (“Exclusive Negotiation Period”);
c. in the event that the parties agree an ‘in principle’ agreement during the Exclusive Negotiation Period, the parties will enter into a formal commercial agreement to reflect such agreement. Such agreement shall be documented in a separate agreement and shall not be governed by the terms of this Agreement;
d. in the event that the parties fail to an ‘in principle’ agreement during the Exclusive Negotiation Period , the MHT Participant shall have the right to negotiate with such other third parties who wish to purchase and/or invest in the Programme Specific Products and Services. However, the MHT Participant shall not agree any terms with such third party without first notifying those terms in writing to Marriott Hotels who shall have [ten (10) days] within which to indicate in writing to the MHT Participant whether it wishes to match those terms (“Last Matching Right”);
e. if Marriott Hotels decides to exercise its Last Matching Right, the MHT Participant shall terminate its discussions with such other third parties, and the parties will enter into a formal commercial agreement to reflect the terms, which are the subject of the Last Matching Right. Such agreement shall be documented in a separate agreement and shall not be governed by the terms of this Agreement;
f. in the event that Marriott Hotels fails to or decides not to exercise its Option and/or its Last Matching Right, the MHT Participant may engage such third party as it may in its discretion select.
14.1 Subject to clause 12.2 and 12.3, the liability of Marriott Hotels under these Terms & Conditions is strictly limited to £100.
14.2 Subject to clause 12.3, Marriott Hotels shall have no liability in connection with:
a. any incorrect or inaccurate information, whether caused by the Organisers’ or an Applicant’s electronic or printing error or by any of the equipment or programming associated with or used in the Programme;
b. technical failures of any kind including, but not limited to, malfunctions, interruptions, or disconnections in phone lines, internet connectivity or electronic transmission errors, or network hardware or software or failure of the Website;
c. unauthorized human intervention in any part of the Application process or the Programme;
d. technical or human error which may occur in the administration of the Programme or the processing of Applications; and
e. any injury or damage to property which may be caused, directly or indirectly, in whole or in part, from the Applicant’s participation in the Programme.
f. If for any reason any Applicant’s Application is confirmed to have been erroneously deleted, lost, or otherwise destroyed or corrupted, the Applicant’s sole remedy is to request the opportunity to resubmit its Application, which request will be determined at the sole discretion of the Organisers if the Programme Application Period is still open.
14.3 Nothing in these Terms & Conditions shall exclude or limit any party's liability for death or personal injury caused by its negligence, for fraudulent misrepresentation and/or for any other loss or damage the exclusion or limitation of which is prohibited by English law.
15.1 Participation in the Programme constitutes an MHT Participant’s consent to the Organisers, and their agents’ use of the MHT Participant’s name and description, including organisation name, if applicable, and the MHT Participant’s likeness, photograph, voice, opinions, comments and/or the place of business / residence of the MHT Participant (or individuals who contributed to the MHT Participant’s Application) for promotional purposes in connection with the Programme in any media, worldwide, without further payment or consideration for a period up until two years following the conclusion of the Programme.
15.2 Marriott Hotels hereby grants the MHT Participants a non-exclusive, royalty free license (without the right to assign or sub license) for the duration of the Programme only, to use the logos of MHT and Marriott Hotels on its own website, documents and marketing material, as long as such are used strictly to associate the MHT Participant with the Programme and its participation in it. MHT and Marriott Hotels may terminate this license with immediate effect in the event that the MHT Participant does or is connected with anything which could, in Marriott Hotels' opinion negatively affect Marriott Hotels and/or the MHT's reputation.
15.3 Without derogating from 15.2 above, the Applicants will not use any Marriott Hotels and/or MHT logos without allowing Marriott Hotels to review the usage and receiving a prior written consent for such usage.
16. GENERAL CONDITIONS
16.1 The Organisers reserve the right to cancel, suspend and/or modify the Programme, or any part of it, if any fraud, technical failure or any other unanticipated factor or factor beyond the Organisers’ control impairs the integrity or proper functioning of the Programme, as determined by the Organisers at their sole discretion. The Organisers reserve the right at their sole discretion to disqualify any Applicant, including if it finds the Applicant to be tampering with the Programme, specifically including, but not limited to, the Application process (for example by using the aid of computer software programs to auto-fill Applications), or the operation of the Programme, or to be acting in violation of these Terms & Conditions, or in a manner that is inappropriate, unsportsmanlike, not in the best interests of this Programme, or a violation of any applicable law or regulation.
16.2 Any attempt by any person to undermine the proper conduct of the Programme may be a violation of criminal and civil law, and, should such an attempt be made, the Organisers reserve the right to take proper legal action, including, without limitation, referral to law enforcement for any illegal or unlawful activities.
16.3 The Organisers’ failure to enforce any provision of these Terms & Conditions shall not constitute a waiver of that provision. The Organisers are not responsible for incomplete, late, misdirected, damaged, lost, illegible or incomprehensible Applications, or for address or email address changes of the Applicant. Proof of sending or submitting will not be deemed to be proof of receipt by the Organisers.
16.4 In the event of any discrepancy or inconsistency between any provisions of these Terms & Conditions and disclosures or other statements contained in any Programme materials, including, but not limited to, the Application Form, the Website, advertising (including, but not limited to, television, print, radio or online ads), these Terms & Conditions shall prevail.
16.5 The Organisers reserve the right, without liability, to amend these Terms & Conditions at any time, including the rights or obligations of Applicants and/or of Marriott Hotels. In such event, the Organisers will post the amended Terms & Conditions on the Website. Any amendment will become effective at the time the Organisers post the amended Terms & Conditions.
16.6 All intellectual property related to this Programme (excluding Applicants’ products and innovations and proprietary intellectual property), including, but not limited to, trademarks, trade-names, logos, designs, promotional materials, web pages, source codes, drawings, illustrations, slogans and representations, are owned or used under license by Marriott Hotels and/or the MHT. All rights are reserved. Unauthorized copying or use of any copyrighted material or intellectual property without the express written consent of its owners is strictly prohibited.
16.7 The Applicants shall at all times act in accordance with all applicable laws in any relevant jurisdiction and continue to do so during their involvement in the Programme. Marriott Hotels may terminate any agreement with the Applicant with immediate effect should it, in its sole discretion, deem that the Applicant has contravened any applicable laws. The Organisers shall not be liable for any direct or indirect losses of the Applicant arising out of any termination under this clause.
16.8 Should any provision of these Terms & Conditions be, or become, illegal or unenforceable, such illegality or unenforceability shall leave the remainder of these Terms & Conditions unaffected and valid. The illegal or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest and best reflects the Organiser’s intention in a legal and enforceable manner with respect to the invalid or unenforceable provision.
18. PROGRAMME RESULTS
To find out who was selected to participate in the MHT Pitch, visit the Website on www.MarriottTestBED.com
To find out who was selected as MHT Participants to participate in MHT, visit the Website on www.MarriottTestBED.com .
For updates on the Programme’s Applicants, visit the Website on www.MarriottTestBED.com
19. LAW AND JURISDICTION
These Terms & Conditions (including any associated non-contractual disputes or claims) is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with these Terms & Conditions.
All correspondence in respect of this Programme should be marked “Marriott TestBED” and sent to Marriott Hotels International, 86 Fetter Lane, London EC4A 1EN, United Kingdom.
21. CONTACT US
If Applicants have any questions or wish to send us any notice regarding this Programme, please email us at TestBED@Marriott.com