REEF NBRHD Restaurant Development Program Rules

    1. The REEF NBRHD Restaurant Development Program (the “Program”) is sponsored and administered by REEF GLOBAL INC. dba REEF TECHNOLOGY (“REEF”).
    2. By entering this Program, you agree to unconditionally accept and agree to comply with and abide by these Rules and REEF’s determinations regarding the Program, which shall be final and binding in all respects.
    3. The “Territory” for this Program is Metro Vancouver, British Columbia.
    4. The Program is subject to all applicable federal, state, provincial, and local laws and is void where prohibited.
    1. Persons in the following categories are NOT eligible to participate in the Program or to be awarded as a Program Recipient: any person who on or after April 27, 2021, was or is: (a) a director, officer, employee, agent, or independent contractor of REEF, or its parent company, subsidiaries, affiliates or service agencies; (b) an entity that previously entered into a brand licensing agreement with REEF or its parent, subsidiaries or affiliates; (c) an immediate family member (defined as a spouse, dependent, or biological or adoptive or step- mother, father, sister, brother, daughter or son, and each of their respective spouses or as otherwise defined by the Canadian Revenue Agency) of, or who resides in the same household as, any person in any of the preceding categories.
    2. To be eligible to enter a business in the Program, you (“Officer”) must be all of the following as of the first day of the Program Period (defined below): (a) a legal resident Canada, (b) at least 18 years of age, and (c) a local business owner who is authorized to legally bind the business with respect to the Program.
    3. To be eligible to participate in the Program, the business (“Entrant”) must meet all of the following criteria as of the first day of the Program Period through selection of Program Recipients: each Entrant (a) must be a restaurant, (b) must have one (1) of its locations in the Territory, (c) must have a total of three (3) locations or less currently operating, (d) must not be engaged in illegal activities as adjudged in REEF’s determination, and (e) may be any type of business entity legally permissible in Canada and in good standing with the Territory’s secretary of state or business licensing office.
    4. REEF may request additional documentation to verify eligibility of the Entrant and/or the Officer and failure to so will disqualify the Entry.
    1. The entry period for each Program starts at 12:01 am EST on April 27, 2021 and ends at 11:59 pm EST on June 27, 2021 (the “Program Period”).
    2. REEF is the official timekeeper for all matters related to the Program.
    3. REEF reserves the right to shorten or lengthen the Program Period based on need and availability of funds.
    1. To enter the Program, each Officer must clearly and concisely complete all sections of the online application, which consists of a series of questions about the Entrant and the Officer, by taking these steps: during the Program Period, (1) go to reeftechnology.com/nbrhd-grant; (2) complete and submit application, including uploading a video or written summary regarding why the Entrant wants to win (“Entry”).
    2. All entries must be received by the end of the Program Period to be eligible.
    3. Limit: One entry per Entrant and per Officer. Multiple entries received for any Entrant or Officer after the first Entry received from that Entrant or Officer is void.
    1. REEF may disqualify any Entry that, as adjudged in REEF’s determination,
      1. contains any material that is indecent, obscene, hateful, discriminatory, defamatory, slanderous, libelous, unlawful, or otherwise inappropriate;
      2. is submitted in bad faith, is inappropriate, or otherwise violates these Rules;
      3. is submitted by an Entrant or Officer who is ineligible or noncompliant with these Rules;
      4. is submitted by any person who tampers with or abuses any aspect of the Program or the application website; or
      5. who acts in an unsportsmanlike or disruptive manner, who violates these Rules.
    2. If there is a dispute about who submitted an Entry, the authorized account holder of the email address used to register will be deemed to be the Officer and the business identified in the Entry will be deemed the Entrant for the Program. The “authorized account holder” is the natural person assigned an email address by an Internet access provider, online service provider, or other organization responsible for assigning email addresses for the domain associated with the submitted address. The Officer may be required to show proof of being the authorized account holder.
    1. After an Entry has been submitted, it cannot bae modified in any way and REEF is not responsible for any delayed Entry, incomplete Entry, or Entry not received, recognized, or accepted for any reason.
    2. Entrant retains all rights in and to its product or service, including all intellectual property rights, but no Entry may disclose any information confidential to or any trade secret of the Entrant or any third party. REEF will treat all information disclosed by Entrant as nonconfidential.
    3. By submitting an Entry to the Program, each Entrant hereby grants REEF on behalf of Entrant and Officer a royalty-free, irrevocable, perpetual, global, nonexclusive license to use, reproduce, modify, publish, create derivative works from, and display the information in the Entry, in whole or in part, and to incorporate it into other works, in any form, media, or technology, now known or later developed, for any purpose including for promotional and marketing purposes, including on REEF-branded websites or social platforms. Each Entrant will execute specific consent to the uses described in the previous sentence at REEF’s request. Entrant hereby waives all moral rights in the Entry.
    4. The Released Parties do not guarantee that any Entry will be used as described in the preceding license.
    5. The Released Parties are not responsible for any unauthorized use by third parties of any Entry.
    6. Any personal information collected by REEF in connection with the Program will be used in accordance with REEF’s privacy policy located at: https://reeftechnology.com/privacy/.
    1. REEF shall form a panel of judges to review and score the Entries. The panel may consist of a combination of employees of REEF, local officials, local organizations and local culinary celebrities. The makeup of the panel and number of participants on the panels shall be in the sole discretion of REEF. Any information provided to Entrants regarding the panel may be subject to change.
    2. First Round. Entries will be judged by REEF and its panelist judges, based on the following Judging Criteria with the respective weighting:
      1. Culinary Concept: – 33.4%
        • Is the menu compelling and interesting?
        • Is the menu different from other NBRHD Kitchens partners?
      2. Culinary Execution: – 33.3%
        • Does the menu require any specialty equipment?
        • How easy is the menu to replicate?
      3. Chef Story: – 33.3%
        • Does the chef have a local following or meaningful local presence?
        • Does the restaurant have a distinct history? REEF will identify up to ten (10) Entrants who receive the highest cumulative score (the “Finalists”). There may be fewer than ten (10) Finalists (and five (5) selected Program Recipients) in the event that REEF determines, in its sole discretion, that there are fewer than twenty eligible Entrants in that Market. Finalists will be notified by email no later than October 31, 2021. REEF will then meet with each Finalist to discuss the terms of the brand licensing agreement and the process by which REEF and the Finalist will develop menu products in the event that the Finalist is selected as a Program Recipient. If a Finalist chooses not to continue in the running to be selected as a Program participant, REEF may select the Entrant with the next highest cumulative score to replace such Finalist; however, REEF is not required to do so.
    3. Second Round. All Finalists will either, in REEF’s sole discretion: (i) supply a tasting for the panelists identified by REEF, or (ii) participate in an interview, and submit any other required materials reasonably required by the panelists (the “Finalist Entry”), which shall be judged by REEF, based on the following Judging Criteria with the respective weighting: Culinary Concept (33.4%), Culinary Execution (33.3%), Chef Story (33.3%). REEF will grant the award to the ten (10) Finalists who receive the highest cumulative score (the “Program Recipients”).
    4. If during any judging there is a tie, the tie will be broken based on the highest score in the first judging criterion, continuing thereafter to each judging criterion in order as needed to break the tie.
    5. REEF’s or the judging panel’s decision, as the case may be, is final and not open to dispute or appeal of any kind.
    6. Each Program Recipient will be required to execute and return to REEF: (i) a liability release and, where lawful, a publicity release (collectively, the “Release”), and (ii) a revenue sharing agreement that includes a license of applicable intellectual property to REEF to allow the Program Recipient to operate its concept through a REEF execution kitchen. Under such agreement, the Program Recipient will license certain of its intellectual property to REEF or its affiliates and authorize REEF or its affiliate to sell certain branded products from execution kitchens operated by REEF or its affiliate in the Territory. Program Recipient is encouraged to retain legal counsel to review the licensing agreement prior to execution. The foregoing must be completed no later than thirty (30) days from receipt of each document.
    7. If the potential Program Recipient cannot be located or does not respond within forty-eight (48) hours after the REEF’s initial notification, or the potential Program Recipient refuses participation in the Program or fails to complete the agreement described in F. above within the allotted time period above, the award will be forfeited and awarded to an alternate program recipient, who is the next highest ranked Finalist with the highest score from among all remaining eligible Finalists; however, REEF is not required to award an alternate grant recipient.
    8. No substitution of the award, in whole or in part, will be allowed. The award and any aspect thereof is non-assignable and non-transferable. All details and other restrictions of the award not specified in these Rules will be determined by REEF in its sole discretion.
    9. The Program Recipient is responsible for any and all taxes to which the entry, participation or use of the award may be subject, if any.
  8. SUMMARY OF AWARD. There will be up to five (5) Program Recipients selected to receive the below. Each chosen Program Recipient will receive:
    • A grant in the amount of twelve thousand and five hundred dollars ($12,500) CAD to be used by Program Recipient as it deems appropriate to support its restaurant location(s), which is issued upon the signing of the revenue share agreement.
    • A marketing campaign valued at twelve thousand and five hundred dollars ($12,500) CAD allocated to (1) professional food photography, (2) paid marketing on third-party delivery platforms, and (3) paid marketing on digital, print, direct mail or out-of-home channels;
    • A spot in REEF’s NBRHD Kitchens pursuant to the revenue share agreement described in 7.F. above; and
    • A custom marketing plan based on what the concept needs to run a successful food delivery business, as prepared by the REEF marketing team.
      ARV of each award is $25,000 CAD.
  9. ODDS OF BEING SELECTED FOR THE PROGRAM. The odds of being selected as a Program Recipient will depend on the number of eligible Entries received in the Territory.
    1. By entering and participating in the Program, each Officer irrevocably grants REEF and its successors, licenses and assigns, the unrestricted worldwide right to use, publish, display, broadcast and distribute materials bearing the Officer’s name, voice, image, likeness and/or any other identifiable representation of Officer, including but not limited to, statements attributable to Officer (the “Officer’s Likeness”). Officer agrees that all materials containing Officer’s Likeness shall be and remain the sole and exclusive property of REEF, and Officer hereby assigns any and all rights in or to such material and releases and forever discharges REEF from any and all claims, liabilities and damages relating to the use of Officer’s Likeness. Officer hereby waives any and all rights to inspect or approve REEF’s use of the Officer’s Likeness, or any part or element thereof. Each Officer will execute specific consent to the uses described in this section at REEF’s request.
    2. No Entrant or Officer may release on their own or through a third party any publicity or other materials regarding their participation in the Program, without REEF’s consent.
    1. Releases. Each Entrant and Officer will release, discharge and hold harmless REEF, and its parents, affiliates, subsidiaries, advertising and promotion agencies, and funding partners, and the shareholders, directors, officers, employees, agents, and representatives of each of the foregoing (collectively, the “Released Parties”), from any and all injuries, liability, losses, and damages of any kind to persons, including death or property damage resulting, in whole or in part, directly or indirectly, from the Entrant’s or the Officer’s participation in the Program or any Program-related activity or the acceptance, possession, use, or misuse of any grant.
    2. LIMITATIONS OF LIABILITY: Entrants and Officers agree to release, discharge, indemnify, and hold harmless REEF and its parent companies, affiliates, subsidiaries, divisions, suppliers, distributors, retailers, and advertising and promotion agencies, and all of their respective officers, directors, shareholders, members, managers, employees, and agents (collectively, “Released Parties”) from and against any claims, actions, injury, liability, loss, damages, costs, expenses, or damage of any kind, including, without limitation, attorneys’ fees and costs of litigation and settlement, resulting from or arising in connection with participating in this Program or from the acceptance, possession, awarding, misuse, or use of any award (including any travel/activity related thereto), including, without limitation, any injury, illness, damage, death, loss, or accident to person or property. EACH ENTRANT AND OFFICER UNDERSTANDS AND AGREES THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES OR CANADA ARE HEREBY EXPRESSLY WAIVED BY HIM/HER/IT. SECTION 1542 READS AS FOLLOWS:
    3. Representations/Warranties & Indemnification. Each Entrant represents and warrants as follows: (i) the Entry does not and will not violate or infringe upon the intellectual property rights or other rights of any other person or entity; (ii) the Entry does not and will not violate any applicable laws, and is not and will not be defamatory or libelous. Each Entrant agrees to indemnify the Released Parties and hold them harmless from and against any and all third party claims, liability, judgments, losses, damages, costs, and expenses, including penalties, interest and reasonable outside attorney’s fees and costs in the defense and disposition of such matters arising out of, resulting from, based upon or incurred because of a breach or allegation that, if true, would constitute a breach by Entrant or Officer of its representations, warranties, covenants or obligations hereunder, including, without limitation, any action or statement made by Entrant or Officer while participating in the Program.
    4. Nature of Relationship/Waiver of Equitable Relief. Each Entrant and Officer hereby acknowledges and agrees that the relationship between the entrant and the REEF is not a confidential, fiduciary, or other special relationship, and that the Entrant and Officer’s decision to provide the Entry to REEF for purposes of the Program does not place REEF in a position that is any different from the position held by members of the general public with regard to elements of the Entry. Each Entrant and Officer understands and acknowledges that REEF has wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by their own staff. Each Entrant and Officer also acknowledges that many ideas may be competitive with, similar or identical to the entry and/or each other in theme, idea, plot, format or other respects. Each Entrant and Officer acknowledges and agrees that such Entrant and Officer will not be entitled to any compensation as a result of REEF’s use of any such similar or identical material. Each Entrant and Officer acknowledges and agrees that REEF does not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the Entry. Finally, each Entrant and Officer acknowledges that, with respect to any claim by Entrant or Officer relating to or arising out of REEF’s actual or alleged exploitation or use of any Entry or other material submitted in connection with the Program, the damage, if any, thereby caused to the applicable Entrant or Officer will not be irreparable or otherwise sufficient to entitle such Entrant or Officer to seek injunctive or other equitable relief and Entrant and Officer’s rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.
    5. No Obligation to Use. REEF shall have no obligation (express or implied) to use any Entry, or to otherwise exploit any entry or, if commenced, to continue the distribution or exploitation thereof, and REEF may at any time abandon the use of the Entry for any reason, with or without legal justification or excuse, and Entrants and Officers shall not be entitled to any damages or other relief by reason thereof.
    6. Further Documentation. If REEF shall desire to secure additional assignments from the Entrant(s) and/or Officer(s), or other documents as REEF may reasonably require in order to effectuate the purposes and intents of these Rules, then each Entrant and Officer agrees to sign the same upon REEF’s request therefor.
    7. Program Compromised. If any portion of the Program is compromised by virus, worms, bugs, nonauthorized human intervention, or other causes that, in REEF’s determination, corrupt or impair the Program’ administration, security, fairness, or proper play, or submission of Entries, REEF may suspend, modify, or terminate the Program and, if terminated, at its discretion, select the Program Recipients from all eligible, nonsuspect Entries received prior to the Program’ compromise using the judging procedure outlined above.
    8. Program Changes. REEF reserves the right to modify these Rules in order to better achieve the Program’s purpose as adjudged in REEF’s determination, without liability or obligation to REEF. REEF will give notice of Rule modifications on the Program’ official site and in these Rules.
    9. Force Majeure. REEF reserves the right, without prior notice and at any time, to terminate the Program, in whole or in part, or modify or suspend the Program, or any portion thereof, in any way, if it determines, in its sole discretion, that the Program is impaired or corrupted or that fraud, breach of confidentiality, or technical problems, failures or malfunctions have destroyed or severely undermined the integrity and/or feasibility of the Program. In the event REEF is prevented from continuing with the Program as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or man-made epidemic of health or other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal, state or local government law, order, or regulation, public health crisis, order of any court or jurisdiction, or other cause not reasonably within REEF’s control (each a “Force Majeure” event or occurrence), then subject to any governmental approval which may be required, REEF shall have the right to modify, suspend, or terminate the Program.
    10. Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of these Rules, or the rights and obligations of the Entrants or REEF in connection with the Program, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s laws.
    11. Arbitration Provision. By participating in this Program, each Entrant and Officer agrees: (i) that any and all disputes the Entrant or Officer may have with, or claims entrant may have against, the REEF relating to, arising out of or connected in any way with (a) the Program, (b) the awarding or redemption of the Program, and/or (c) the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (ii) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1-16; (iii) the arbitration shall be held in New York City, New York; (iv) the arbitrator’s decision shall be controlled by the terms and conditions of these Rules and any of the other agreements referenced herein that the applicable Entrant or Officer may have entered into in connection with the Program; (v) the arbitrator shall apply New York law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (vi) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only Entrant’s, Officer’s and/or REEF’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (vii) the arbitrator shall not have the power to award punitive damages against the Entrant, Officer or REEF; (viii) if the Entrant or Officer is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, REEF will pay as much of Entrant or Officer’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (ix) with the exception of subpart (vi) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (vi) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and Entrant, Officer and REEF shall not be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com.
    12. Copy of Rules/Program Recipient. Pursuant to applicable law, REEF will make the name of the Program Recipient available upon request by any individual or entity. By choosing to submit the Entry, you expressly consent to REEF providing the your name, city, and state/province of residence, should you be the Program Recipient, to any individual, entity, and/or government authority that requests and/or requires it. Visit reeftechnology.com/nbrhd-grant to view or obtain a copy of the Rules or any legally required disclosure of the Program Recipient. The Rules and any legally required disclosure of the Program Recipient may be available for at least ninety (90) days following the end of the Program Period. For a hard copy of any legally required disclosure of the Program Recipient, send a self-addressed, stamped envelope to: REEF TECHNOLOGY NBRHD RESTAURANT DEVELOPMENT PROGRAM, 601 Brickell Key Drive, Suite 1000, Miami, FL 33131. Requests must be received within six (6) months of the end of the Program Period.
    13. REEF Global Inc. dba REEF Technology, 601 Brickell Key Drive, Suite 1000, Miami, FL 33131.


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