These terms govern the conditions of the “VDS Investment Award – Startup Valencia” (hereinafter, the “Award”), promoted within the framework of the VDS Competition of the Valencia Digital Summit (hereinafter, “VDS”). Participation in the VDS Competition and/or the consideration of a startup as eligible for the Award implies full acceptance of these terms.
1. Name, organizers, and purpose
1.1. The Award is named “VDS Investment Award – Startup Valencia”
1.2. The Award is promoted by Startup Valencia (hereinafter, “SV”) through the investment vehicle(s) that may be constituted or designated for this purpose (hereinafter, the “Vehicle”). SV and, if applicable, the Vehicle may act jointly or separately as organizers and/or entities responsible for managing the Award (hereinafter, the “Organizers”).
1.3. The purpose of the Award is to identify one or more startups with the potential to initiate a process of analysis and negotiation for a potential investment by the Vehicle, under the terms set forth in these rules.
2. Definitions
- “Eligible Startup”: A startup that has reached the semifinalist stage in the VDS Competition and meets the other requirements indicated in section 6.
- “Winning Startup(s)”: Startup(s) selected by the Investment Committee to initiate the potential investment process.
- “Investment”: An entry into the share capital through a capital increase or subscription of a convertible instrument (including, without limitation, SAFE, convertible loan, etc.), to be formalized after the appropriate negotiation and signing of the corresponding legal and corporate documentation.
3. Purpose and nature of the Award
3.1. The purpose of the Award is to select, among the semifinalist startups in the VDS Competition, one or more startups in which the Vehicle will initiate the process for a potential Investment. The awarding of the prize therefore implies the selection of the Winning Startup(s), up to a maximum of three, to initiate the potential Investment process with funds from the Vehicle.
3.2. The Award does not constitute a cash prize nor does it guarantee obtaining financing. The granting of the Award does not imply a binding commitment to invest by the Organizers.
3.3. The potential Investment process will be subject, among other things, to: (i) satisfactory completion of due diligence; (ii) internal approval by the Investment Committee; (iii) successful negotiation of terms; (iv) obtaining the corresponding corporate authorizations; and (v) signing and, if applicable, notarization of the necessary documentation.
4. Geographic scope and schedule
4.1. The Award takes place within VDS and is aimed at startups participating in the VDS Competition.
4.2. The announcement of the Winning Startup(s) will take place during a VDS activity determined by the Organizers or, if applicable, at a later date communicated through the official VDS channels.
4.3. The Organizers may adjust the schedule for organizational needs, in accordance with section 17.
5. Investment Committee and selection criteria
5.1. SV have appointed an Investment Committee (hereinafter, the “Committee”), composed of professionals with experience in venture capital and/or private investment. Its composition and internal operating rules are discretionary.
5.2. The Committee has full discretion to: (i) select the Winning Startup(s); (ii) determine the indicative amount and type of Investment; and (iii) approve or reject the formalization of the Investment.
5.3. Without limitation, the Committee may consider, among other factors, the following criteria:
- Founding team, complementarity, dedication, and execution capability.
- Business model, scalability, and potential for internationalization.
- Traction (clients, revenue, recurrence, unit economics, and relevant KPIs).
- Market size, competitive positioning, and barriers to entry.
- Technological advantage, degree of innovation, and protection (IP, know-how, data).
- Alignment with the objectives of VDS and SV, and fit with the Vehicle’s investment thesis.
5.4. The Committee may designate one or more substitute startups (hereinafter, the “Substitutes”) in case the Investment is not formalized with any Winning Startup.
6. Eligible startups and participation requirements
6.1. To be considered an Eligible Startup, the startup must, at minimum:
- Reach the semifinalist stage in the VDS Competition (winning the VDS Competition alone does not automatically grant the Award).
- Be in an ongoing investment round or plan to start one within a maximum of three (3) months from the Award announcement.
- Provide the Committee with the information and documentation requested to evaluate the potential Investment.
- Ensure that the information provided is true, complete, and not misleading, assuming responsibility for its accuracy.
6.2. The Organizers may exclude from the Award, at any time, any startup that fails to comply with these terms or that, in the Committee’s reasonable judgment, presents legal, reputational, or compliance risks incompatible with the Award.
7. Amount, type, and conditions of the potential Investment
7.1. Unless the Committee decides otherwise, the total potential Investment amount per Winning Startup will range from twenty-five thousand euros (25,000 EUR) to one hundred thousand euros (100,000 EUR). The final amount and its distribution, if applicable, will be determined by the Committee.
7.2. The Investment may be structured as a capital increase, convertible loan, SAFE, or other equivalent instruments, as agreed. The terms (valuation, political and economic rights, etc.) will be negotiated between the parties.
7.3. Formalization and disbursement, if applicable, will be subject to the signing of the investment documentation (including, without limitation, investment agreement, shareholder agreement, corporate agreements, capital increase, and/or convertible instruments) and compliance with any agreed-upon conditions precedent.
7.4. The Committee may condition the Investment on the successful closing of a third-party financing round of a minimum amount and within a determined timeframe, or on the achievement of operational or regulatory milestones, if so agreed in the investment documentation.
8. Due diligence, KYC/AML, and startup declarations
8.1. Winning Startups must cooperate diligently in legal, financial, tax, technological, and business due diligence processes deemed necessary by the Committee, the Vehicle, or their advisors.
8.2. Formalization of the Investment may be conditioned on the completion of identity and beneficial ownership checks, anti-money laundering and counter-terrorism financing (KYC/AML) procedures, and provision of the necessary information for these purposes.
9. Confidentiality and intellectual property
9.1. Information provided by startups to the Organizers, the Committee, the Vehicle, or their advisors for the evaluation of the potential Investment will be confidential, except where (i) it is or becomes public without breach; (ii) there is a legal obligation or regulatory request; or (iii) disclosure is necessary to professional advisors under a confidentiality obligation.
9.2. Participation in the Award does not imply any transfer or license of intellectual or industrial property rights. Each startup retains ownership of its trademarks, software, know-how, and other intangible assets.
9.3. The Organizers may request additional non-disclosure agreements (NDAs) if deemed appropriate.
10. Communication and use of image
10.1. Winning Startup(s) authorize SV, VDS, and, if applicable, the Vehicle, to use their corporate name, trade name, logo, and a brief description of their project in communication and marketing activities related to the Award, VDS, and the entrepreneurial ecosystem, in online and offline media, without additional compensation.
11. Data protection
11.1. Personal data of representatives, founders, and contact persons of the startups will be processed by SV and/or the Vehicle, as data controllers (individually or jointly, as appropriate), for the purposes of: (i) managing the VDS Competition and the Award; (ii) contacting the startups; (iii) performing evaluation and due diligence processes; and (iv) managing, if applicable, the formalization of an Investment.
11.2. The legal basis for processing will be the execution of the relationship arising from participation in the VDS Competition and the Award, and/or the legitimate interest in managing the Award, without prejudice to any consents required for specific purposes.
11.3. Data may be shared with professional advisors, service providers, and third parties necessary for managing the Award and/or the potential Investment, under applicable legal safeguards. In the case of international transfers, required measures under applicable law will be adopted.
11.4. Data subjects may exercise their rights of access, rectification, deletion, restriction, objection, and portability, under applicable law and the privacy policy published on the Organizers’ official channels.
11.5. The Organizers will retain data for the time necessary to manage the Award and thereafter during the legally applicable limitation periods.
12. Tax treatment
12.1. The Award does not involve any cash payment. If an Investment is formalized, any tax implications will apply to each party under applicable law. Startups are responsible for obtaining their own tax advice.
13. Limitation of liability
13.1. The Organizers do not guarantee the continuation of the process, the formalization of the Investment, or the receipt of financing by the startups. The final decision to invest rests exclusively with the Committee and, if applicable, the Vehicle.
13.2. To the maximum extent permitted by law, the Organizers shall not be liable for indirect damages, lost profits, or consequential damages arising from participation in the Award or failure to formalize the Investment.
13.3. Startups shall indemnify the Organizers against any third-party claims arising from inaccurate information provided, infringement of third-party rights, or breach of these terms.
14. Acceptance of the terms
Participation in the VDS Competition and/or the consideration of a startup as Eligible for the Award implies full acceptance of these terms, without reservation.
15. Modification, suspension, and force majeure
15.1. The Organizers reserve the right to modify, suspend, or cancel the Award for justified reasons (including organizational, technical, regulatory, or force majeure reasons).
15.2. Under no circumstances will the cancellation of the Award give rise to any right to compensation for startups.
16. Partial invalidity
If any provision of these terms is declared null, illegal, or unenforceable, in whole or in part, by a competent authority, that provision shall be deemed void, while the remaining terms remain in force to the extent that their purpose is not affected.
17. Notifications
Unless otherwise indicated, communications related to the Award will be made by the Organizers through official VDS channels and/or by email to the addresses provided by the startups. Startups agree to keep their contact information up to date.
18. Governing law and jurisdiction
18.1. These terms shall be governed and interpreted in accordance with Spanish law.
18.2. Except as required by mandatory law, any disputes arising in connection with the Award shall be submitted to the courts and tribunals of the city of Valencia, expressly waiving any other jurisdiction that may correspond.
