Terms and Conditions

1.    Introduction.

Welcome to the Path of Victors Programme (“Programme”) and the Path of Victors Reality Show (the “Reality Show”), which, together, works as a programme assisting startups with their business through a reality show and/or mentorship, both arranged and/or produced by Path of Victors Limited and its affiliated entities or related entities ( “Path of Victors”, “we”, “us” or “our”)  and our website is found at www.pathofvictors.com.  If you wish to apply to join, please fill out and return our prescribed application form. By submitting your application, you signify your agreement to these terms and conditions and the privacy policy found at www.pathofvictors.com (collectively, this “Agreement”). We recommend that you read through all the terms of this Agreement carefully to ensure you understand your rights and obligations.  If you do not accept these terms and conditions, do not submit an application to us.  

2.    Reality Show Rules.

If you wish to participate in the Programme and/or Reality Show, you must submit your application attached and you must agree to the game rules found at www.pathofvictors.com (the “Reality Show Rules”).  By submitting an application, you are deemed to have agreed to the Reality Show Rules, in particular, please review our eligibility requirements, the format of the Reality Show and the terms and conditions relating to your appearance in the Reality Show.  

3.    Your Application.  

In order to participate in the Programme and/or Reality Show, you will be requested to complete an application and you must provide accurate and true information when requested to do so.  Applications will be reviewed by Path of Victors and its judges/mentors/advisors and we have the sole and absolute discretion to determine which applicants may be selected to join the Programme and/or Reality Show. Not all applicants will be accepted to join the Programme and/or Reality Show. You must not use another person’s business ideas or intellectual property without permission.  You may be liable for the losses of Path of Victors or others due to unauthorized use of any third party intellectual property.  

4.    If You Apply to the Programme and/or Reality Show.  

You acknowledge that the Programme and the Reality Show are platforms designed to enable founders and entrepreneurs to market, promote and develop their startup business.  Provided that you agree to all the terms and conditions as set out in this Agreement, you may submit an application to Path of Victors and other materials as may be required by Path of Victors including presentations, music, recordings, videos, texts/lyrics, audiovisual combination, photos or other graphics (collectively, the “Participant Content”).    

(a) You represent and warrant that you are either the owner of the intellectual property rights (including copyright) to the Participant Content or otherwise have the right or permission to licence or sub-licence the intellectual property rights (including copyright) in the Participant Content to Path of Victors.  

(b) You represent and warrant that the Participant Content you provide or submit to Path of Victors does not contain third party copyrighted material, or material that is subject to third party proprietary rights, unless you have permission from the rightful owner of the material.

(c) You represent and warrant that the Participant Content you provide or submit: (i) is not or is not considered as pornographic, obscene, immoral or illegal; (ii) does not contain sexual content, nudity, tobacco, alcohol, drug use, health issues or bodily functions, excessive or graphic violence, and political content; (iii) may not be considered defamatory, libelous, or fraudulent or in a way that is derogatory of any race, nationality, ethnic identity, gender or sexual orientation, or political belief; (iv) will not bring Path of Victors into disrepute, public disrespect, scorn, contempt, scandal, ridicule, or is not intended to shock, insult or offend the community or public morals or decency or prejudice Path of Victors.

(d) In participating in the Programme and/or Reality Show, you agree and acknowledge with respect to the following:                                  

i. You appreciate that as a start up, you have the responsibility to work hard and you are required to “up your game" and you acknowledge and agree that not all applicants will be selected to participate in the Programme and/or to appear on the Reality Show;                                

ii. If Path of Victors provides or refers you to certain mentors, the words and advice from the mentors are of reference value only, you have the sole responsibility in making any decisions (whether financial, investment or otherwise) relating to your startup business;                              

iii. You must be prepared to accept investments from Investor Judges, Path of Victors and/or from mentors;  

iv. You acknowledge and agree that there is no guarantee that any funds will be raised from participating in the Programme and/or Reality Show;                                

v. Aside from the application fee (if applicable), in consideration of our admitting you into the Programme and/or Reality Show, you may be requested to sign an agreement with Path of Victors which provides Path of Victors a "success fee", where "success" is defined as one of the following, whichever happens the earliest:

(A) startup/incubatee’s valuation has increased after being admitted into the Programme and/or Reality Show;

(B) funding commitment from any source (including without limitation, loans, convertible notes, equity investment, SAFE) after being admitted into the Programme and/or Reality Show; or

(C) obtained market access (including without limitation, trial deployments whether for revenue, licensing or otherwise);                            

vi. Anything that happened or is discussed during the Reality Show may potentially be broadcasted anywhere in the world;                              

vii. Path of Victors reserves the copyright of all the data collected during screening / filming / recording of the Reality Show;                          

viii. Path of Victors owns the copyright to the Reality Show Rules and Path of Victors owns all rights including without limitation the copyright, royalty and license of the format, sequence, characters, title and methodologies of the Reality Show and any reality shows thereby adapted and produced;                              

ix. Path of Victors reserves the rights for using the production of the Reality Show for sales and marketing purposes;                                

x. In consideration of your participation in the Reality Show that is produced or arranged by Path Of Victors, you hereby grant to Path Of Victors the right to use your name, likeness, photograph, voice and relevant biographical information concerning yourself in connection with or relating to the Reality Show, including without limitation, the advertising and promotion of the Reality Show;                              

xi. You further grant to Path Of Victors publicity right and the right to record your entire appearance including your likeness, voice, and verbal statements, on film, videotape, or audio tape (any of the foregoing, a “Recording”).  You further grant Path Of Victors the right to delete, edit, modify, adapt and/or transcribe such Recording at its sole and absolute discretion;                            

xii. You authorize Path Of Victors, subject to the terms and conditions described herein

(i) to reproduce, distribute, exhibit, and otherwise use the Recording or any portion thereof at any time or

(ii) to distribute or broadcast the Recording or portions thereof, over television, radio, cable, print or any other electronic media or in any other media now known or later developed;                            

xiii. Appreciating time is often an important factor in investments decisions, you agree to sign Path of Victor’s preferred or standard template investment related documentation including without limitation, letter of intent, regarding obtaining investment in your start-up business if one or more third party (such as investors judges, mentors) decide to invest in your start-up business attributable to your participation in the Programme and/or the Reality Show, such terms may include transferring or issuing a certain percentage of equity in your start-up business to Path of Victors or its designee(s);  

(e)  In participating in the Reality Show, you agree and acknowledge that Path of Victors has certain rights, as follows:                              

i. You understand and agree that Path of Victors shall own all rights of every kind whatsoever, whether now known or unknown, exclusively and perpetually, throughout the universe, in and to the actions or appearances performed by you under or relating to the Reality Show and in and to all the results, rights and proceeds thereof, including but not limited to all rights, throughout the universe, of copyright, trademark, patent, production, manufacture, recordation, reproduction, transcription, performance, broadcast and exhibition, in any method now known or hereafter devised, including without limitation print and electronic publication, theatrical and nontheatrical exhibition, television, video, so-called new uses and new media, internet, digital and/or mobile and handheld devices, of any kind or nature, in all forms and formats now known or hereafter discovered, invented or existing, and exhibition by any medium, whether such results and proceeds consist of literary, dramatic, musical, motion picture, mechanical or any other form of works, themes, ideas, compositions, creations or production, together with publicity rights and the rights generally known in the field of literary and musical endeavor as the “moral rights of authors” in and/or to any musical and/or literary proceeds of your appearances or actions, including but not limited to the right to add to, subtract from, arrange, revise, adapt, rearrange, make variations of the suggestions or additions by you, and to translate the same into any and all languages, change the sequence, change the characters and the descriptions thereof contained in the property, change the title of the same, record and photocopy the same with or without sound (including spoken words, dialogue and music synchronously recorded), use the work in connection with words or motion pictures wholly or partially independent of said property, use the results and proceeds in the Reality Show and advertising with respect thereto, and to use all or any part of thereof in new versions and adaptations, or clips and/or excerpts thereof, in any and all languages, and to obtain copyright therein throughout the world;                              

ii. The results and proceeds of your actions or appearances performed under or relating to the Reality Show may be utilized in connection with featurettes, music TV-style videos, video or computer games, merchandising, toys, figurines or similar material, and/or derivative or other productions, media and medium, for all purposes as Path of Victors determines in its sole discretion;                              

iii. No compensation shall be payable for any of the foregoing actions or appearances performed under or relating to the Reality Show or for the use of any of your results or proceeds in connection with any exploitation thereof;                            

iv. The rights owned by and/or granted to Path of Victors shall include, without limitation, those rights now or hereafter known as the “lending right” and “rental right” in and to the Reality Show, and you agree that the compensation includes an equitable payment of any sums that may hereinafter become due to you in respect of the exploitation of the lending and rental or any other rights in relation to the Reality Show in any territory in the world; and                                

v. You agree to execute and deliver any additional documents which Path of Victors deems necessary or desirable to protect or effectuate Path of Victors’ rights hereunder, and if you fail to do so within five (5) days of Path of Victor’s written request, you hereby irrevocably appoints Path of Victors as its attorney-in-fact in connection with the execution and delivery thereof.  The appointment is a power coupled with an interest and is irrevocable.    

5.    Confidentiality.  

You acknowledge that you may, in the course of your application to and your participating in the Programme and/or the Reality Show, be exposed to or acquire non-public information which is proprietary to or confidential to Path of Victors or its clients, programme participants or also to third parties to whom Path of Victors owes a duty of confidentiality.  All non-public information of any form obtained by you under or in connection with the Programme and/or the Reality Show, including information in any form relating to Path of Victors’ business (including the format, sequence, characters, title and methodologies of the Reality Show, future plans and business development), clients, customers or financial or other affairs, shall be deemed to be confidential and proprietary information (“Confidential Information”). You agree to hold Confidential Information in strict confidence and not without the consent of Path of Victors copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use the Confidential Information for any purposes whatsoever other than as may be expressly permitted by Path of Victors.  Upon termination of this Agreement for any reason (or earlier if requested by Path of Victors), you shall deliver up to Path of Victors all written Confidential Information, including but not limited to documents, forms, papers, designs or other data containing or reflecting such Confidential Information and shall ensure that all such Confidential Information stored electronically or in any other form is destroyed. The preceding sentence shall not apply to information that is (i) in, or becomes part of, the public domain other than by disclosure by you in violation of this Agreement, (ii) demonstrably known to you previously, without a duty of confidentiality, (iii) independently developed by you without reference to the Confidential Information, (iv) rightfully obtained by you from third parties without a duty of confidentiality, or (v) required to be disclosed by law or regulation.  

6.    Disclaimer. To the fullest extent permitted by law, Path of Victors, its officers, directors, employees, and agents exclude all warranties, express or implied, in connection with the Programme and/or the Reality Show and none of what is spoken, undertaken, offered or provided (whether orally or in writing and whether by Path of Victors or any of its officers, directors, employees and agents, or mentors or judges assigned or introduced to you hereunder) under or in connection with the Programme and/or the Reality Show shall constitute investment, legal,  business or financial advice. You agree that your participation in the Programme and/or the Reality Show shall be at your own risk.  To the fullest extent permitted by law, Path of Victors assumes no liability or responsibility for any loss or damage of any kind incurred as a result of your participation in the Programme and/or the Reality Show. Path of Victors does not warrant, endorse, guarantee, or assume responsibility for any investment or funding or any change in valuation or otherwise in relation to your startup business. The foregoing however does not exclude Path of Victors’ liability in respect of fraud, fraudulent misrepresentation, gross, negligence, death or personal injury caused by its negligence, which is not excludable under applicable law.    

7.    No Consequential or Indirect Damages.  

In no event will Path of Victors, its officers, shareholders, sponsors, employees, agents, directors, subsidiaries, affiliates, successors or licensors be responsible for any incidental, indirect, punitive  special, exemplary or consequential damages whatsoever (including damages for loss of profits, loss of goodwill, interruption, loss of business information or any pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this Agreement, even if Path of Victors has been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement or intellectual property rights or otherwise.  

8.    Amendment.

You agree that the terms and conditions under this Agreement may be amended by Path of Victors at any time and Path of Victors will use its reasonable efforts to notify you of such change.  

9.    Indemnification.

You agree to indemnify and hold Path of Victors, its officers, directors, employees and agents harmless from and against all damages, losses or expenses of any kind (including reasonable attorney fees and costs) arising out of your breach of this Agreement and any activity in which you engage on or through the Programme and/or the Reality Show and your violation of any law or rights of a third party.  

10.  Term of this Agreement.

This Agreement will apply to you commencing from the date we receive your application and so long as you continue to be part of the Programme and/or the Reality Show and for 2 years after you are no longer part of the Programme and/or the Reality Show.  Path of Victors may terminate the Agreement or suspend your participation in the Programme and/or the Reality Show at any time, including in the event of your actual or suspected non-compliance with this Agreement.  

11.  Changes to this Agreement.  

Although Path of Victors may attempt to notify you when major changes are made to this Agreement, you should periodically review the most up-to-date version of this Agreement at www.pathofvictors.com.  Path of Victors may, in its sole discretion, modify or revise the terms of this Agreement and any relevant policies at any time, and you agree to be bound by such modifications or revisions.  

12.  Severability.

If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby.

13.  Assignment.

Path of Victors may assign the Agreement or any part of it, and Path of Victors may delegate any of its obligations under this Agreement.  The rights under this Agreement, including your right to join or participate in the Programme and/or the Reality Show, are granted to you personally and you may not assign the Agreement or any part of it, nor transfer or sub-license your rights under the Agreement, to any third party without our prior written consent.  

14.  Entire Agreement.

You agree that this Agreement constitutes the entire agreement between you and Path of Victors and that this Agreement supersedes any prior agreements (whether written or oral) between you and Path of Victors with respect to the subject matter hereof.

15.  Governing Law and Dispute Resolution.

This Agreement shall be governed by, and construed in all respects in accordance with, the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“HKSAR”). Any dispute, controversy or claim arising out of or relating to the Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in HKSAR under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the notice of arbitration is submitted in accordance with these Rules before a sole arbitrator panel. The arbitration proceedings shall be conducted in English unless both you and Path of Victors agree to opt for another language. The outcome of the arbitration shall be kept strictly confidential except necessary to enforce the arbitral award.