Part I — Conspicuous Notice to Entrants

READ BEFORE YOU SUBMIT.

• This is a skill-based contest, not a sweepstakes or lottery. Winners are selected by judges applying criteria. No element of chance is involved.
• There is no entry fee and no purchase is necessary.
• If you win, you may be required to transfer ownership of your submission to the Sponsor. See Section 9. Do not enter if you are unwilling to do this.
• Submissions from entrants who do not advance to the finalist round are not treated as confidential. Do not submit trade secrets, unfiled patentable disclosures, or any information you are not free to disclose. See Section 8.
• You must have the legal right to transfer your submission. If your employer, university, or an investor has rights in your work, you may not be able to enter. See Section 10.
• Prizes are taxable income. See Section 7.

Part II — Base Official Rules

1. Sponsor, Administrator, and Scope

1.1 These Base Official Rules govern challenges organized by MatrixOwl, LLC (the "Challenge" or "Challenges").

1.2 "Sponsor" means the entity that has submitted a topic to the Challenges. Sponsor is responsible for funding and awarding prizes and, where applicable, receives the rights granted under Section 9.

1.3 "Administrator" refers to MatrixOwl, LLC, which operates the submission platform, coordinates judging, and administers these Base Official Rules. Sponsor and Administrator may be the same entity, in which case the Challenge Home will so state.

1.4 "Challenge Home" refers to https://www.matrixowl.com/challenge. Challenge information, specific rules, documents, etc. can be found online at this and linked online pages.

1.5 "Entrant" refers to a person or entity defined in Section 3 who submits an entry. Entrant agrees to be bound by these Base Official Rules and by Sponsor's and Administrator's decisions, which are final and binding in all matters relating to the Challenge.

2. Legal Classification

2.1 The Challenge is a contest of skill. Winners are determined solely by judges applying the evaluation criteria shared with Challenge Entrants. No prize is awarded by chance, random drawing, or any element of luck.

2.2 No purchase, payment, entry fee, or other consideration is required to enter or win.

2.3 In the event of a tie in scoring, the tie will be resolved by the Challenge Administrator. Under no circumstances will a tie be resolved by random selection, coin toss, drawing, or any other chance-based method but by an evaluation of all factors by the Administrator.

3. Eligibility

3.1 The Challenge is open to:

1. individual persons who are legal residents of the fifty (50) United States or the District of Columbia and who are at least 18 years of age at the time of entry;
2. entities that are duly organized and in good standing under the laws of a State of the United States or the District of Columbia.

3.2 Additional eligibility requirements, restrictions, or qualifications specific to the Challenge — including any stage, revenue, funding, sector, or affiliation limits — are stated in the Challenge page on http://www.matrixowl.com/challenges.

3.3 Exclusions. The following are not eligible to enter or win: officers, directors, employees, and contractors of Sponsor, Administrator, and any prize provider or challenge partner named in the Challenge Home; the judges; and the immediate family members (spouse, domestic partner, parent, child, sibling, and their respective spouses) and members of the same household of each of the foregoing. A prize provider is an entity or person who provides a prize for promotional purposes. A challenge partner is an entity or person who provides monetary or non-monetary in-kind support for a challenge.

3.4 Entities in which any person excluded under Section 3.3 holds a ten percent (10%) or greater ownership interest, or serves as an officer or director, are not eligible.

3.5 Entrants are responsible for ensuring their participation complies with all laws applicable to them, and with any agreement, policy, or obligation to which they are subject, including employment agreements and institutional intellectual property policies.

3.6 The Challenge is void where prohibited or restricted by law.

4. Entry Period and How to Enter

4.1 The Challenge begins and ends on the dates and times advertised. All times are Mountain Time. Administrator's system clock is the official timekeeping device.

4.2 To enter, an Entrant must complete and submit the required materials described in the Challenge Home through the submission method stated there, before the entry deadline.

4.3 Limit: one (1) entry per Entrant unless the Challenge Home states otherwise. Entries submitted by an individual on behalf of an entity, and by that entity, count as a single entry.

4.4 Entries that are incomplete, illegible, corrupted, submitted after the deadline, or that fail to meet the submission requirements may be disqualified at Sponsor's and Administrator's discretion.

4.5 Entrant is solely responsible for all costs incurred in preparing and submitting an entry. No entry materials will be returned.

4.6 Use of automated means, multiple identities, or any attempt to submit entries other than as described will void the affected entries and may result in disqualification.

5. Submission Requirements

5.1 The required content, format, length, file types, and language of submissions are stated in the Slack channel dedicated to each challenge.

5.2 Each submission must be the original work of the Entrant, must not have been previously awarded a prize in another competition unless disclosed, and must comply with Section 10.

5.3 Submissions must not contain: content that infringes any third party's rights; unlawful, defamatory, obscene, harassing, or discriminatory content; malicious code; or personal information of any third party without that party's consent.

5.4 Entrant should not include in any submission: trade secrets; information subject to a confidentiality obligation owed to a third party; unfiled patentable disclosures; or information whose public disclosure would harm Entrant. See Section 8.

6. Judging

6.1 Entries will be evaluated by one or more judges against the stated evaluation criteria.

6.2 The evaluation criteria and their relative weightings are published before the entry period opens and will not be changed after entries open. Judges will apply the published criteria as written.

6.3 The judging process, including any preliminary screening round, finalist round, live presentation, or interview component, is described in the Slack channel dedicated to each challenge.

6.4 Administrator will screen entries for compliance with these Base Official Rules before judging. Non-compliant entries may be disqualified without evaluation.

6.5 Judges' decisions are final and binding.

6.6 Conflicts. Judges are required to disclose conflicts of interest and to recuse themselves from evaluating any entry by an Entrant where a conflict exists.

7. Prizes and Taxes

7.1 The number, description, and value of prizes are stated in the Challenge Home.

7.2 Prizes are awarded on the merits of the submission as determined by the judges. Except as expressly stated in the Challenge Home, receipt of a prize is not conditioned on the winner's participation in any program, acceptance of any investment, grant of any equity, or performance of any services.

7.3 Reservation. Sponsor reserves the right not to award any prize, or to award fewer than the stated number of prizes, if in the judges' determination no entry, or fewer entries than the number of prizes, meets the minimum standard established by the evaluation criteria. Any unawarded prize funds will be treated as earned fees by Administrator.

7.4 Prizes are non-transferable. No substitution or cash equivalent except at Sponsor's discretion.

7.5 Taxes. All federal, state, and local taxes on prizes are the sole responsibility of the winner. Prizes constitute taxable income to the recipient.

7.6 Tax documentation. Each winner must provide a completed IRS Form W-9 (or, if applicable, the appropriate Form W-8) before any prize is paid. A winner who fails to provide required tax documentation within the period stated in Section 11 forfeits the prize. Sponsor will issue IRS Form 1099-MISC where required by law and will apply backup withholding where a valid taxpayer identification number is not furnished.

7.7 Prizes will be paid within thirty (30) days after completion of winner verification under Section 11.

8. Confidentiality

8.1 General rule. Except as provided in Section 8.2, submissions are not treated as confidential. Sponsor and Administrator undertake no obligation of confidentiality, non-use, or non-disclosure with respect to any submission, and no confidential relationship is created by the submission of an entry.

8.2 Finalists. Beginning on the date an Entrant is notified that it has advanced to the finalist round, Sponsor and Administrator will treat that Entrant's submission and any additional materials provided in the finalist round as confidential, and will not disclose them to third parties other than judges and personnel with a need to know, except: (a) as required by law; (b) as to information that is or becomes publicly available other than through breach of these Official Rules; (c) as to information already known to the recipient without obligation of confidentiality; or (d) as to information independently developed without reference to the submission.

8.3 Section 8.2 does not restrict Sponsor's or Administrator's use of any submission as to which rights have been assigned or licensed under Section 9.

8.4 Finalists are required to execute a separate short-form confidentiality and participation agreement at the point of advancement.

8.5 Sponsor and Administrator receive numerous submissions and independently develop and evaluate concepts. Nothing in these Base Official Rules restricts Sponsor or Administrator from developing, acquiring, or commercializing anything similar to any submission, and no obligation to compensate any Entrant arises from any such activity except as expressly provided here.

9. Intellectual Property

9.1 Assignment trigger. Upon Sponsor's payment of a prize to a winning Entrant, and in consideration of that payment, the winning Entrant assigns its submission to Sponsor as set out in Section 9.2. At its own discretion, Sponsor may choose to make a one-time payment to an Entrant who was not awarded a prize but nonetheless deserves recognition ("honorable mention"). In this case, said Entrant assigns its submission to Sponsor as set out in Section 9.2. In the event that Entrant's submission or contribution to a submission, regardless of winning status, requires said Entrant to be named in an invention patent application, part of the payment of a prize or honorable mention payment may be delayed until a patent is issued. Entrants who are not awarded a prize or awarded retain all right, title, and interest in their submissions, subject to the license in Section 9.5.

9.2 Scope of assignment. The assigning Entrant hereby irrevocably assigns and transfers to Sponsor all right, title, and interest, throughout the world and in all media now known or later developed, in and to the submission and all materials contained in it, including without limitation: all copyrights and rights of authorship; all invention rights, including the right to file patent applications claiming priority to any disclosure in the submission; all trade secret rights; and all rights to sue for and recover damages for past, present, and future infringement.

9.3 Moral rights. To the fullest extent permitted by law, the assigning Entrant waives all moral rights and rights of attribution and integrity in the submission. Where such rights cannot be waived, Entrant agrees not to assert them against Sponsor or its licensees.

9.4 Further assurances. The assigning Entrant will, at Sponsor's expense, execute all documents and take all actions reasonably necessary to perfect, record, and enforce the rights assigned, including the execution of invention assignments and patent applications, and this obligation survives payment of the prize.

9.5 Promotional license (all Entrants). Each Entrant grants Sponsor and Administrator a non-exclusive, worldwide, royalty-free license to reproduce, display, and distribute the Entrant's name, entity name, logo, and a description of the submission for purposes of administering and publicizing the Challenge. This license does not extend to the underlying technical content of a submission that has not been assigned.

9.6 Nothing in this Section transfers rights in any Entrant asset that is not part of the submission.

10. Entrant Warranties and Chain of Title

10.1 Each Entrant represents and warrants that:

1. the submission is the Entrant's original work;
2. Entrant's original work, including prior inventions and copyrighted material, planned and completed steps and tasks, successful and unsuccessful outcomes and data or material inputs used must be documented using MatrixOwl's provided submission options at www.matrixowl.com;
3. the Entrant is the sole and exclusive owner of all rights in the submission, or has obtained all rights and consents necessary to make the assignment in Section 9;
4. the submission does not infringe or misappropriate any third party's intellectual property, privacy, or publicity rights;
5. the submission is not subject to any lien, license, option, security interest, or other encumbrance that would impair the assignment in Section 9; and
6. the Entrant is not subject to any employment agreement, consulting agreement, invention assignment agreement, institutional intellectual property policy, funding agreement, or other obligation that grants any third party rights in the submission or that would prevent the Entrant from making the assignment in Section 9.

10.2 Disclosure obligation. Each Entrant must disclose in its submission: (a) any co-author or co-inventor; (b) any third party that has or may claim rights in the submission, including any employer, academic institution, or funder; and (c) any patent application filed or intended to be filed covering the submission.

10.3 Indemnity. Each Entrant will indemnify and hold harmless Sponsor, Administrator, and each prize provider and challenge partner from any claim arising out of a breach of Section 10.1 or 10.2. To the maximum extent permitted by law, the aggregate liability of the parties shall not exceed the limits set in Section 15.2 to any Entrant.

10.4 Breach of Section 10.1 or 10.2 is grounds for disqualification, forfeiture of any prize, and recovery of any prize already paid.

11. Winner Notification, Verification, and Forfeiture

11.1 Potential winners will be announced at the conclusion of each challenge or notified using the contact information provided at entry, within ten (10) business days after judging concludes.

11.2 A potential winner must respond and complete verification within seven (7) days of the date notice is sent, including by returning all documentation required by Section 7.6.

11.3 A potential winner who cannot be reached, fails to respond within the period stated, fails to complete verification, is found ineligible, or declines a prize forfeits the prize. Sponsor may in its discretion select the next highest-scoring eligible entry as an alternate winner or may award no prize in that category.

11.4 Sponsor may verify eligibility, residency, entity status, and identity by any reasonable means.

12. Publicity

12.1 Except where prohibited by law, acceptance of a prize constitutes consent for Sponsor and Administrator to use the winner's name, entity name, likeness, city and state, and a description of the winning submission for advertising and promotional purposes without further compensation.

13. Data and Privacy

13.1 Information collected from Entrants is subject to Administrator's Privacy Policy, which is incorporated by reference.

14. Sponsor's and Administrator's Reserved Rights

14.1 Sponsor and Administrator reserve the right to disqualify any Entrant who tampers with the entry process, violates these Base Official Rules, or acts in a disruptive or unsportsmanlike manner.

14.2 If the Challenge cannot be conducted as planned due to technical failure, force majeure, or any other cause beyond reasonable control, Sponsor and Administrator may modify, suspend, or terminate the Challenge and, if terminated, may award prizes from among eligible entries received before termination or may award no prizes.

14.3 Sponsor and Administrator may amend these Base Official Rules before the entry period opens. Material changes to eligibility, evaluation criteria, or prizes will not be made after the entry period opens. Non-material changes made after entries open will be posted at Challenges Home and notified to Entrants who have already submitted.

15. Limitation of Liability and Release

15.1 By entering, each Entrant releases Sponsor, Administrator, prize providers, challenge partners, judges, and their respective officers, directors, employees, and agents from all liability arising from participation in the Challenge or acceptance or use of a prize.

15.2 To the maximum extent permitted by law, in no event will the aggregate liability of the parties released in Section 15.1 to any Entrant exceed fifty percent (50%) of the value of the prize that Entrant was awarded.

16. Governing Law and Dispute Resolution

16.1 These Base Official Rules are governed by the laws of the State of Colorado, without regard to conflict-of-laws principles.

16.2 Arbitration. Any dispute arising out of or relating to the Challenge will be resolved by binding arbitration administered by JAMS under its Commercial Arbitration Rules, seated in Denver, Colorado. Each party waives any right to a jury trial and to participate in a class or representative proceeding.

16.3 Each party bears its own fees and costs unless otherwise required by law.

17. General

17.1 If any provision is held illegal, unenforceable, or inoperative as a matter of law, it will be modified to the minimum extent necessary or severed, and the remaining terms and conditions shall remain in full force and effect.

17.2 Sponsor's or Administrator's failure to waive enforcement of any provision of these Official Rules shall not be deemed to be a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless expressly stated in writing and signed by the waiving party.

17.3 These Base Official Rules, together with the Challenge Home, constitute the entire agreement between the parties as to the Challenge and supersede all prior communications, except as to any separate written agreement executed by an Entrant.

17.4 Sections 7.5, 8, 9, 10, 12, 15, 16, and 17 survive the conclusion of the Challenge.

17.5 If conflicts arise between provisions in the Official Rules and those in the Privacy Policy, the Official Rules provisions prevail.

17.6 Questions and correspondence: Please contact MatrixOwl, LLC at support@matrixowl.com.

Last updated 9/1/2026