Terms and Privacy

WHEREAS, Deel Inc. (“Deel”) is organizing a startup pitch competition titled “The Pitch Competition” (the “Competition”); and

WHEREAS, the applicant wishes to apply to and potentially participate in the Competition on behalf of a startup company;

NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:

Preamble

By submitting an application, you represent and warrant that you (a) are authorized to bind the Company, and (b) are entering into these Terms both on your own behalf and on behalf of the Company. You acknowledge that you are not relying on any statements, promises, or representations not expressly set forth in these Terms.

Definitions

For purposes of these Terms and Conditions: “Applicant” means the individual person submitting an application to the Competition.

“Company,” “Startup,” or “Your Company” means the privately held business entity identified in the application, on whose behalf the Applicant is submitting the application.

“You” or “Your” means collectively and jointly, (i) the Applicant individually and (ii) the Company, each of whom shall be jointly and severally responsible for all obligations and liabilities under these Terms.

“Deel,” means Deel Inc..

1. Acceptance of Terms

By submitting an application, checking any box indicating acceptance, or participating in any stage of the Competition, you acknowledge that you have read, understood, and agree to these Terms and Conditions (“Terms”) (as may be updated from time to time) and Deel’s Privacy Policy. Your submission constitutes a binding agreement on behalf of yourself and the Company. By applying, you indicate that you accept and will comply with these Terms. If you do not agree, you must not apply or participate. Deel may, at its sole discretion, require you to reconfirm your acceptance prior to any stage of the Competition.

2. Eligibility

2.1 General Eligibility. To be eligible, you must be at least eighteen (18) years old (or the age of majority in your jurisdiction) and have legal authority to bind your company to the terms herein. The Competition is open to privately held startup companies in any industry, anywhere in the world, except where prohibited by law. The startup must be a duly organized business entity (for example, a corporation or LLC) and have all necessary licenses and rights to its technology and products. You represent and warrant that your company is in good standing and that you have full authority to apply and, if selected, to accept investment on its behalf. You further represent and warrant that your company is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation, and that it has full power and authority to submit an application, participate in the Competition, and comply with these Terms throughout the duration of the Competition and thereafter.

Deel is entitled to rely fully and conclusively on your representations regarding authority, incorporation, and good standing, without independent verification, and you agree to indemnify Deel for any inaccuracy.

2.2 Restrictions. Deel shall have the full discretion to approve or deny any participant, at its sole discretion and absolute judgment.

3. Competition Structure

The Pitch is a global startup competition organized by Deel. After the application period closes, Deel will select Regional Winners (the “Regional Winners”), each of whom will receive, if applicable, a $50,000 investment from Deel. From among the Regional Winners, Deel (together with selected venture partners) may select certain startups as Global Finalists (“Global Finalists”). Deel and its partners may offer up to $1,000,000 in additional investment funding to one or more Global Finalists, subject to the terms below. Deel reserves the right, in its sole discretion, to alter the number of regions, the selection process, the format of any pitch events (including virtual or hybrid formats), and the nature, timing, and structure of any awards or investments.

4. Selection and Discretion

All decisions regarding which applicants are selected, named Regional Winners or Global Finalists, and the awarding of any prizes or investments, rest solely with Deel (or its designated judges/committee). Deel’s decisions on all matters – including eligibility, disqualification, selection of finalists and winners, and interpretation of these Terms – are final, binding, and not subject to appeal. You irrevocably waive any right to challenge, contest, or seek review of any decision of Deel or its designees relating to the Competition, whether in contract, tort, equity, or otherwise. Deel may disqualify any applicant or winner at any time for any reason, including misrepresentation, violation of these Terms, or failure to complete due diligence. Deel also reserves the right to modify, suspend, or cancel the Competition (or any portion thereof) or these Terms at any time, for any reason, with or without notice. In the event of cancellation or material changes, Deel will use reasonable efforts to notify affected applicants. In no event shall Deel be liable to you or your Company for any costs, losses, or damages of any kind (including sunk costs, lost opportunities, or reputational harm) arising from any modification, suspension, or cancellation of the Competition or any part thereof.

Deel may, at its sole discretion, suspend or terminate any application or participation, or disqualify any Applicant or Company (including their founders, directors, officers, employees, representatives, affiliates, or investors) based on reasonable and documented evidence, or reasonable suspicion, without obligation to verify or establish its accuracy, that the Applicant or any related party has engaged in conduct that may reasonably harm the reputation, goodwill, or public image of Deel, or is involved in unlawful, unethical, or otherwise inappropriate behavior. Such actions may also include, without limitation, violations of applicable law or these Terms, reputational risk, or failure to meet Deel’s risk, compliance, or business criteria.

Disqualified applicants or companies shall have no entitlement to any investment, award, or other benefit, even if previously designated as a winner, and such actions shall not give rise to any liability or obligation of Deel.

5. Regional Prize – $50,000 Investment

Each Regional Winner will receive from Deel an investment of up to $50,000, providing Deel with the corresponding rights and equity interests in the Regional Winner. This amount will be provided by Deel Ventures LLC as an equity investment, structured at Deel’s sole discretion as one of the following: (a) a Simple Agreement for Future Equity (SAFE), (b) a convertible note, or (c) a priced equity round. Deel will determine the specific investment instrument and terms for each investment. The $50,000 is not a grant or prize, but a bona fide investment in the Applicant company, giving the right to equity in its share capital subject to the terms specified under Section 7.

By applying, you acknowledge and agree that if your company is selected as a Regional Winner, you will promptly negotiate, execute, and accept the $50,000 investment on Deel’s chosen terms. Specifically, you agree to cooperate in good faith and to execute the applicable investment documents provided by Deel within four (4) months of the relevant regional pitch event, or within such other timeframe as Deel may reasonably specify in writing. You further agree to promptly cooperate with Deel’s customary due diligence, legal, and compliance processes, including anti-money laundering (AML) and know-your-customer (KYC) verifications, as required to finalize the investment.

If you or your Company fail to timely execute the required investment documents, or fail to satisfy any of Deel’s diligence, compliance, or other requirements to Deel’s satisfaction, Deel may, in its sole discretion and without liability, withdraw, rescind, or modify the $50,000 investment offer or any portion thereof. You acknowledge that no legal entitlement to funding arises unless and until definitive investment documents are fully executed and all conditions precedent are satisfied.

Any investment offer will automatically expire, without further action or notice, upon the earlier of (i) the lapse of the applicable execution period specified by Deel or (ii) four (4) months from the relevant regional pitch event.

6. Global Final – Up to $1,000,000 Investment (Non-Binding Opportunity)

Deel and its venture capital partners may invite certain Regional Winners to compete as Global Finalists for additional funding of up to $1,000,000. Any such funding is not guaranteed. Deel may, in its sole discretion, form an investment syndicate with third-party investors to provide this additional funding. Deel itself is not obligated to invest the full $1,000,000 (or any fixed amount), and may invest at its sole discretion only a portion along with co-investors.

Accordingly, the possibility of up to $1,000,000 should be understood as an opportunity, not a promise nor a commitment by Deel. Deel will decide independently and at its sole discretion whether and how much to invest in any Global Finalist. If any Global Finalist is offered investment, the company will have the option (but not the obligation) to accept or decline, subject to negotiating a separate definitive investment agreement. Deel’s role in this syndicate is as a potential lead or co-investor; nothing in these Terms creates a binding obligation for Deel to provide further funding beyond the $50,000 for Regional Winners.

No statement in any Competition material, presentation, or communication (including references to ‘up to $1,000,000’) shall be construed as a binding commitment by Deel or any third party to invest, and you shall not rely on any such statements as a promise of funding.

7. Investment Terms for Deel Investors

Notwithstanding anything to the contrary, you agree that, if Deel Investors (as defined below) elect to invest pursuant to Sections 5 or 6, Deel Investors shall have an irrevocable and non-negotiable right to invest on the terms set out in this Section 7. Notwithstanding anything to the contrary, for the purposes of any investment to be made by Deel or any of its partners (“Deel Investors”) in the company of an Applicant that is a winner of the Competition and eligible for such investment, as referenced in Clauses 5 or 6 and in accordance with the terms of this Agreement, Deel Investors shall be granted an irrevocable right to invest at any valuation of the Applicant company, such valuation to be based on the next financing round to be closed within four (4) months following the conclusion of the Event; if such round is not closed within that period, the valuation shall instead be based on the Applicant company’s previous investment round, and Deel shall be entitled to receive the most favorable class of shares granted to investors in such financing round.

The “Financing Round” as used herein shall mean a bona fide transaction or series of transactions of at least US$1,000,000, raised as debt, loan, convertible note, CLA, SAFE, equity, or any other instrument by which the Applicant company raises capital. You agree to provide all information, documentation, and access reasonably requested by Deel Investors to give effect to this Section 7. Any failure to do so may result in disqualification and withdrawal of any investment opportunity, and You acknowledge that you may be liable for any consequences arising from your failure, and that Deel shall have no liability in connection therewith.

8. Data Collection and Privacy

By applying to the Competition, you acknowledge that Deel may collect, store, process, and use your and your company’s information (including personal and business data) in connection with your application and participation. You acknowledge that Deel may share any data or information you provide with its affiliates, sponsors, judges, mentors, and potential investors or partners involved in the Competition. Any such use and disclosure will be in accordance with Deel’s Privacy Policy. In particular, by participating, you grant Deel and its representatives a worldwide, royalty-free license to use any data, documents, application materials, and communications you submit solely for purposes of administering the Competition, evaluating your application, and coordinating any investment processes.

Deel will treat your information in accordance with applicable data protection laws as outlined in the Privacy Policy (available at deel.com/privacy-policy or as otherwise provided). You agree to receive communications related to the Competition from Deel and its affiliates (including event updates, feedback, or potential investment offers). Deel will treat information in accordance with its Privacy Policy. To the extent permitted by law, acknowledge Deel may process your information (including personal data and business data) for ongoing business purposes, including sales outreach, marketing, analytics, product development, and future programs, and to Deel sharing such information with its affiliates, service providers, sponsors, and investment partners. No Confidentiality Guarantee: You understand that Deel cannot guarantee the confidentiality of your application or materials. You should only submit information that you are comfortable sharing. If your application includes patentable inventions or other sensitive proprietary information, consider filing appropriate protections or seeking legal advice before disclosure. Deel and its agents will not enter into any separate confidentiality or nondisclosure agreements with applicants; by participating, you accept that your materials may be viewed or shared by any person or entity to the extent necessary for the Competition. You expressly waive any and all claims against Deel and its affiliates arising from any disclosure, use, or perceived misuse of information submitted in connection with the Competition, except to the extent such disclosure violates mandatory applicable law.

By applying, you authorize Deel to store your information in its CRM and to contact you and your Company regarding Deel products, services, offers, and business opportunities. You agree that such communications may continue after the Competition concludes, until you opt out in accordance with Deel’s standard processes.

9. Publicity

Publicity License: By applying, you grant Deel and its affiliates a perpetual, worldwide, royalty-free, irrevocable, and sublicensable license to use your and your Company’s name, logo, trademarks, likenesses, and any photographs, recordings, or quotes from you in connection with the Competition and Deel’s broader marketing, promotional, and business activities, in any media now known or later developed, without further notice, approval, or compensation.

Publicity Waiver: To the maximum extent permitted by law, you waive any moral rights and any rights of approval or compensation with respect to such uses and release Deel and its affiliates from any claims arising from such uses. Publicity Disclaimers: Deel is not liable for any actions by third-party media or organizations that cover the Competition. Deel does not guarantee any promotional or advertising beyond its own announcements.

10. Representation and Due Diligence

By applying and throughout your participation in the Competition, you represent and warrant that:

(a) Authority and Corporate Status. You represent and warrant that you have the authority to submit the application and to accept any investment on behalf of your company without limitation. Your company is duly organized, validly existing, and in good standing under applicable law.

(b) Accuracy and Completeness of Information. All information, documents, financial statements, capitalization tables, ownership structure, financing history, and other materials provided in connection with the application, pitches, presentations, discussions, or due diligence are true, accurate, complete, and not misleading. You have not omitted any material information necessary to make such information not misleading. You agree to promptly notify Deel in writing if any information previously supplied becomes inaccurate, incomplete, or misleading at any time during the Competition or any related investment process.

(c) Intellectual Property. Your company owns or has sufficient rights to all intellectual property included in the application and used in its business, and all such intellectual property has been properly assigned to the company. You represent and warrant that your company owns or validly licenses all intellectual property and proprietary rights necessary to operate its business and to present its products or technology as described in the Competition. All intellectual property created by founders, employees, consultants, or contractors related to the business has been validly assigned to the company. Your business, product, or technology does not infringe, misappropriate, or otherwise violate any third-party rights. You acknowledge that Deel is relying on these intellectual property representations and that any breach will give rise to your indemnification obligations under Section 12.

(d) Legal and Regulatory Compliance; Sanctions. Your company is in compliance with all applicable laws and regulations. There are no pending or threatened claims, investigations, proceedings, or disputes that could reasonably be expected to have a material adverse effect on your company or its participation in the Competition. Neither you, your company, nor any of your company’s directors, officers, founders, shareholders, or beneficial owners is (i) subject to any sanctions, embargoes, or restrictive measures administered or enforced by any governmental authority, including the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or the United Nations, or (ii) located, organized, or operating in any jurisdiction subject to comprehensive sanctions or trade restrictions. Your company does not engage in, and has not engaged in, any business or transactions in violation of applicable sanctions or export control laws.

Any breach of this subsection shall constitute grounds for immediate disqualification and termination of any pending investment, without liability to Deel.

(e) No Conflicts. Your participation in the Competition does not violate any agreement, obligation, exclusivity arrangement, or legal restriction binding on you or your company.

(f) Competing Investments; No Exclusivity.

You acknowledge and agree that Deel and its affiliates may have made, and may in the future make, investments in or provide services to companies that operate in the same or similar industries as your company, including companies that may compete directly or indirectly with your company. Nothing in these Terms or your participation in the Competition creates any exclusivity, restriction, or obligation on Deel with respect to its investment, commercial, or business activities.

You further agree that Deel’s evaluation of your application and participation in the Competition does not give rise to any fiduciary duty, duty of loyalty, or obligation to avoid conflicts of interest, and that Deel shall not be liable for pursuing or maintaining such competing investments or relationships.

You agree to provide additional information and documentation as reasonably requested by Deel in connection with due diligence, background checks, or compliance reviews. Deel may disqualify you or rescind any award if any representation is found to be false or misleading.

You waive any conflict-of-interest or similar claims arising from Deel’s existing or future investments or relationships with other companies, whether or not competitive with your Company.

11. Disclaimers and Liability

No Financial or Legal Advice: Deel and its representatives (including partners, judges, mentors, and sponsors) do not provide legal, tax, or investment advice by virtue of the Competition. You should consult your own advisors for such matters. Nothing in the Competition or these Terms is intended to create any fiduciary duty or advisory relationship of Deel to you or your company.

No Warranty: The Competition is provided “as is.” Deel makes no representations or warranties of any kind, express or implied, regarding the Competition or any prizes. Deel expressly disclaims any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law. Participation in the Competition at any stage does not confer any right, entitlement, or legitimate expectation to funding or to any other benefit, whether financial or otherwise.

Risk and No Guarantee: Deel is not responsible for any loss or damage that may occur in connection with the Competition. Without limiting the foregoing, Deel (and its affiliates and partners) will not be liable for any indirect, incidental, consequential, special, or punitive damages. In addition, to the maximum extent permitted by law, Deel’s aggregate liability arising out of or relating to the Competition and these Terms, whether in contract, tort, or otherwise, shall not exceed one hundred U.S. dollars (US$100). For example, by submitting an application you agree not to seek financial damages from Deel or its affiliates in connection with the Competition. Some jurisdictions do not allow exclusion of certain liabilities, so the above limitations may not apply to you.

Third-Party Disclaimers: Deel is not responsible for the actions, content, or opinions of any third parties (such as sponsors, judges, or co-investors). Deel takes no responsibility for any agreements or interactions you may enter into with third parties. You acknowledge that any dealings with sponsors or investors outside of Deel are at your own risk. Deel is not liable for any injury, loss or expense resulting from any such third-party involvement.

Confidentiality Waiver: You acknowledge that Deel (and anyone acting on Deel’s behalf) has no obligation to keep any information submitted or disclosed to it confidential. Deel shall be free to develop, use, or disclose products, services, concepts, or ideas that are similar to or competitive with those submitted, so long as Deel has not used your trade secrets in violation of law. You waive any claims against Deel for disclosure of your information. If you require absolute confidentiality, do not apply. You acknowledge that participation in the Competition does not obligate Deel or any third party to make an investment, enter into discussions, or provide funding or other support beyond what is expressly stated in these Terms.

12. Indemnification

To the fullest extent permitted by law, you (the applicant and your company) agree to indemnify, defend and hold harmless Deel Inc., its affiliates, sponsors, judges, and each of their officers, directors, managers, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, costs or expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any breach by you or your company of these Terms, violation of applicable law, or any false, misleading, or incomplete statements, representations, or materials provided in connection with the Competition or your application; (b) any acts or omissions by you or your company; or (c) any intellectual property or other third-party claims related to your company or your application or participation in the Competition.

Deel shall have the right, but not the obligation, to assume exclusive control of the defense and settlement of any claim subject to indemnification (without limiting your indemnity obligations), and you agree to cooperate fully at your expense. This indemnification obligation includes, without limitation, claims arising from any breach of the representations or warranties set forth in these Terms.

13. Modification and Termination

Deel may amend or update these Terms at any time by posting revised terms on The Pitch website or notifying applicants. Any changes will become effective immediately upon posting or notice and will apply to all past, current, and future applications and participation to the fullest extent permitted by law. Your continued participation after any change constitutes acceptance of the updated Terms. Any changes will apply to new and existing applications. If a material change is made, Deel will attempt to notify existing applicants, but it is your responsibility to review the current Terms. If at any point Deel cancels or materially modifies the Competition, Deel may, but is not required to, refund any entry fees (if applicable); however, entrants waive any claims against Deel for any loss or damage related to a cancellation or change.

You expressly waive any claim for damages, reliance, or lost opportunities arising from any modification, postponement, or cancellation of the Competition.

14. Governing Law and Disputes

These Terms and the Competition shall be governed by the laws of the State of Delaware (without regard to conflict-of-law rules). You and Deel agree that any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the state or federal courts located in Delaware. You consent to personal jurisdiction and venue in those courts. Before taking any legal action, you must notify Deel in writing of the nature of your dispute, and the parties must attempt to resolve the issue informally for 30 days.

To the maximum extent permitted by law, you and Deel waive any right to a jury trial and agree that any claims shall be brought only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

15. Miscellaneous

Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

Entire Agreement: These Terms constitute the entire agreement between you and Deel regarding the Competition and supersede all prior agreements or understandings (oral or written). No oral statements may alter these Terms. You acknowledge that you have not relied on any statements, marketing materials, or assurances not expressly set out in these Terms.

Force Majeure: Deel shall not be liable for any delay, suspension, modification, or cancellation of the Competition (or any part thereof) resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics or public health emergencies, war, terrorism, civil unrest, labor disputes, governmental actions, travel restrictions, failures of utilities or communications, venue unavailability, or any other force majeure event. In such circumstances, Deel may, in its sole discretion, modify, postpone, relocate, conduct the Competition virtually, or cancel the Competition, in whole or in part, without liability to any applicant or participant. Applicants waive any claims against Deel arising from such force majeure events. In all such cases, Deel shall have no obligation to provide any substitute benefits, awards, or compensation, and you waive any related claims.

No Waiver: Failure by Deel to enforce any right under these Terms will not be deemed a waiver of that right. Deel may waive any provision of these Terms in its sole discretion, but no waiver will affect other provisions.

Assignment: You may not assign or transfer any rights or obligations under these Terms without Deel’s prior written consent. Any attempted assignment without consent is void. Deel may assign these Terms, in whole or in part, at any time to any affiliate or in connection with any corporate transaction, without notice or consent.

Language: These Terms are in English. Any translation is for convenience only; in case of conflict, the English version controls.

By clicking “Apply” or submitting an application, you acknowledge that you have read, understood, and agree to abide by these Terms and Conditions.