Terms and Conditions

1. Acceptance of Terms

1.1 Agreement to Terms

By accessing our website, submitting an application to the Startup Collaboration Challenge 2025, or participating in any aspect of the program, you acknowledge and agree to:

• Be bound by these Terms and Conditions
• Comply with our Privacy Policy and Refund Policy
• Adhere to all applicable laws and regulations
• Execute a formal Memorandum of Understanding (MoU) if selected

1.2 Legal Capacity

You represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts
• You are not prohibited by law from participating in the program
• All information provided is accurate, complete, and truthful

1.3 Modifications to Terms

2. Program Overview

2.1 Challenge Purpose

The Startup Collaboration Challenge 2025 is designed to:

• Identify and support innovative startup ideas with high market potential
• Provide comprehensive co-building partnership opportunities
• Develop minimum viable products (MVPs) through expert technical and strategic support
• Foster entrepreneurship and innovation in India
• Create long-term partnerships between founders and Melonkode

2.2 Program Structure

The program consists of:

1. Application Phase: Open submission period for startup ideas
2. Evaluation Phase: Review and selection of winning ideas
3. Partnership Phase: 5-year co-building partnership with selected founders
4. Development Phase: MVP development and market launch
5. Growth Phase: Scaling and business development support

2.3 Services Value

Melonkode commits to providing services valued at ₹5,00,000 (Five Lakh Rupees) including:

• Complete MVP development and deployment
• Brand identity and UI/UX design
• Business strategy and mentorship
• Network access and investor introductions
• Launch support and initial marketing

3. Eligibility Criteria

3.1 General Eligibility

3.2 Tier Categories

Tier	Eligibility	Commitment Fee
Students	Currently enrolled in any educational institution OR graduated within last 2 years	₹14,999
Women	Female entrepreneurs (any background)	₹24,999
Entrepreneurs	General category - all other applicants	₹49,999

3.3 Idea Eligibility

Your startup idea must:

• Be original and not infringe any third-party intellectual property
• Have clear market potential and scalability
• Be technically feasible within the 5-year partnership timeline
• Comply with all applicable laws and regulations
• Not involve illegal, unethical, or harmful activities
• Not be in active development with another co-building partner

4. Application Process

4.1 How to Apply

To apply for the Challenge:

1. Complete the online application form on our website
2. Submit all required documents and information
3. Pay the non-refundable application fee (if applicable)
4. Wait for evaluation and selection results

4.2 Required Information

Your application must include:

• Personal Information: Name, contact details, educational/professional background
• Startup Idea: Detailed description, problem statement, solution, target market
• Business Plan: Revenue model, competitive analysis, growth strategy
• Team Information: Co-founders, key team members, roles
• Documentation: ID proof, educational certificates, relevant licenses

4.3 Application Deadline

Applications are accepted on a rolling basis or within specific challenge windows as announced on our website. Late applications may not be considered.

4.4 Application Fees

5. Selection & Evaluation

5.1 Evaluation Criteria

Applications are evaluated based on:

Criteria	Weight	Description
Innovation	25%	Uniqueness of idea, creative problem-solving
Market Potential	25%	Market size, demand, revenue opportunity
Feasibility	20%	Technical viability, resource requirements
Team Capability	20%	Founder experience, commitment, skills
Social Impact	10%	Positive contribution to society, sustainability

5.2 Selection Process

1. Initial Screening: Review for eligibility and completeness
2. Detailed Evaluation: Assessment against evaluation criteria
3. Interview Round: Discussion with shortlisted candidates
4. Due Diligence: Background verification and reference checks
5. Final Selection: Winner announcement and MoU execution

5.3 Selection Timeline

The typical selection process takes 4-8 weeks from application submission. Melonkode will notify applicants of their status via email.

5.4 Melonkode's Discretion

6. Partnership Structure

6.1 Memorandum of Understanding (MoU)

If selected, you must execute a formal MoU with Melonkode that governs:

• Scope of collaboration and deliverables
• Financial terms and equity structure
• Intellectual property rights
• Confidentiality and non-compete obligations
• Governance and decision-making authority
• Termination conditions and dispute resolution

6.2 Partnership Duration

The co-building partnership has a minimum term of 5 years from the date of MoU signing. Early termination may result in forfeiture of the commitment fee and other consequences as outlined in the MoU.

6.3 Relationship Nature

7. Financial Terms

7.1 Commitment Fee

Upon selection, the Founder must pay a refundable security deposit (Commitment Fee) based on their tier:

• Students: ₹14,999
• Women: ₹24,999
• Entrepreneurs: ₹49,999

7.2 Payment Terms

• Payment must be made within 15 days of MoU signing
• Accepted payment methods: Bank Transfer, NEFT, RTGS, UPI
• Partnership officially begins only after payment receipt
• Late payment may result in MoU cancellation

7.3 Refund Conditions

For complete refund policy, please refer to our Refund Policy document.

7.4 Additional Costs

The following costs are NOT included in Melonkode's services and must be borne by the Founder:

• Domain registration and hosting fees (beyond initial setup)
• Third-party API subscriptions and software licenses
• Cloud infrastructure costs (beyond initial credits)
• Marketing and advertising expenses
• Legal, accounting, and consulting fees
• Office space and operational expenses
• Salaries for additional team members
• Product certifications and regulatory compliance costs
• Travel and accommodation expenses
• Government fees, taxes, and statutory charges

7.5 No Guarantee of Success

8. Services Provided by Melonkode

8.1 Technical Development Services

• Complete MVP development and deployment
• Technology architecture and infrastructure setup
• Database design and implementation
• API development and third-party integrations
• Quality assurance and comprehensive testing
• Bug fixes and technical support during co-building period
• Performance optimization and scalability improvements

8.2 Design Services

• Brand identity creation (logo, color palette, typography)
• UI/UX design for web and/or mobile applications
• Wireframing, prototyping, and user flow design
• Design system documentation
• Marketing collateral design

8.3 Strategic Support

• Business model validation and refinement
• Go-to-market strategy development
• Product roadmap planning
• Quarterly milestone definition and tracking
• Competitive analysis and positioning

8.4 Mentorship & Network Access

• Regular mentorship sessions with industry experts
• Introductions to potential investors and partners
• Access to Melonkode's professional network
• Participation in relevant industry events

8.5 Launch Support

• Initial marketing and promotional strategy
• Beta testing coordination and management
• Launch event support and planning
• Early user acquisition guidance
• Press release and media outreach assistance

8.6 Service Delivery Standards

9. Founder Obligations

9.1 Active Participation

The Founder must:

• Dedicate minimum 25 hours per week to the startup during co-building period
• Attend all scheduled meetings, reviews, and milestone assessments
• Provide timely feedback on deliverables within 72 hours
• Respond to communications within 48 hours
• Maintain regular contact and progress updates

9.2 Resource Provision

The Founder agrees to:

• Provide all necessary information, content, and materials for development
• Ensure availability of team members for collaboration
• Obtain any required third-party licenses or permissions
• Cover operational costs beyond scope of Melonkode's services
• Make themselves available for investor meetings and presentations

9.3 Legal Compliance

The Founder must:

• Incorporate the startup as a legal entity within 30 days of MoU signing
• Ensure all regulatory compliances and obtain necessary licenses
• Maintain accurate financial records and accounting
• File taxes and statutory returns on time
• Comply with all applicable laws (Companies Act, tax laws, industry regulations)

9.4 Exclusivity

9.5 Transparency and Disclosure

The Founder must:

• Provide accurate and complete information at all times
• Disclose any conflicts of interest
• Inform Melonkode of material changes to the business or team
• Share financial information and business metrics honestly

10. Intellectual Property Rights

10.1 Ownership Structure

All intellectual property created during the co-building process shall be owned by the Startup entity in proportion to equity stakes:

• Founder: [__]% ownership
• Melonkode: [__]% ownership

10.2 Jointly Developed IP

The following IP created during the partnership is jointly owned:

• Source code, software, and applications
• Brand identity, logos, and design assets
• Business processes and methodologies
• Marketing materials and content
• Technical documentation and specifications
• Patents, trademarks, and copyrights

10.3 Pre-Existing IP

Founder's Pre-Existing IP: Any intellectual property owned by the Founder prior to the partnership remains the Founder's property but may be licensed to the startup.

Melonkode's Pre-Existing IP: Proprietary frameworks, reusable code libraries, internal tools, and methodologies remain Melonkode's property.

10.4 License Grants

10.5 Third-Party IP Warranty

The Founder warrants that:

• All submitted materials are original or properly licensed
• No infringement of third-party intellectual property rights
• Full disclosure of any licensed technology or open-source components
• The Founder shall indemnify Melonkode against any third-party IP claims

10.6 Patent and Trademark Rights

• Any patentable inventions shall be jointly owned proportional to equity
• Trademark applications filed in the startup's name
• Cost of IP registration shared proportional to equity stakes

11. Equity & Ownership

11.1 Equity Allocation

In consideration of services worth ₹5,00,000 and strategic partnership value, equity shall be allocated as negotiated in the MoU:

• Founder(s): [__]%
• Melonkode: [__]%
• ESOP Pool (Optional): [__]%

11.2 Equity Vesting Schedule

Melonkode's Equity Vesting:

• Vesting Period: 5 years with annual vesting
• Cliff Period: 12 months (no vesting if terminated within Year 1)
• Vesting Schedule:
  • End of Year 1: 20% vested
  • End of Year 2: 40% vested
  • End of Year 3: 60% vested
  • End of Year 4: 80% vested
  • End of Year 5: 100% vested

11.3 Rights Attached to Equity

Melonkode's Rights:

• Voting rights proportional to equity stake
• Board observer seat OR advisory board position
• Right to appoint director if equity > 25%
• Information rights (quarterly financials and updates)
• Right of first refusal on future equity sales
• Tag-along rights in case of majority sale
• Drag-along rights if equity > 25% and exit offer meets threshold

11.4 Equity Transfer Restrictions

• Neither party may transfer equity without prior written consent
• Lock-in period as specified in MoU
• Right of first refusal applies to all transfers
• Exceptions for transfers to affiliated entities or family members (with approval)

12. Confidentiality

12.1 Confidential Information

Both parties agree to maintain confidentiality of:

• Business plans, strategies, and financial projections
• Technical architecture, source code, and algorithms
• Customer and user data
• Trade secrets and proprietary information
• Terms of the MoU (unless disclosure required by law)
• Internal communications and strategic discussions

12.2 Permitted Disclosures

Confidential information may be disclosed to:

• Employees and contractors under NDA
• Legal and financial advisors under professional confidentiality
• Investors and partners with prior consent and under NDA
• Government authorities if legally mandated

12.3 Duration of Confidentiality

Confidentiality obligations survive termination of the partnership and continue for 5 years thereafter.

12.4 Consequences of Breach

13. Non-Compete & Non-Solicitation

13.1 Non-Compete (Founder)

During the contract period, the Founder agrees NOT to:

• Engage in any directly competing business
• Work on substantially similar projects
• Partner with competing co-building organizations
• Divert business opportunities belonging to the startup

Geographic Scope: India
Product Scope: As specified in MoU

13.2 Non-Solicitation

For duration of contract and 1 year thereafter, both parties agree NOT to:

• Solicit or hire each other's employees or contractors
• Induce breach of contract with vendors or partners
• Interfere with business relationships

13.3 Exceptions

Non-compete does NOT apply to:

• Activities with prior written consent
• General skills and knowledge acquired
• Personal investments in non-competing ventures
• Post-termination activities after 5-year term (with notice period)

14. Warranties & Representations

14.1 Melonkode's Warranties

Melonkode represents and warrants that:

• It is duly organized and validly existing under Indian law
• It has authority to enter into this agreement
• It possesses necessary technical expertise and resources
• Services will be delivered professionally and on time (subject to Founder cooperation)
• Services will be free from material defects at time of delivery

14.2 Founder's Warranties

The Founder represents and warrants that:

• Has legal capacity to enter into this agreement
• Owns or has proper licensing of all Pre-Existing IP
• No third-party restrictions preventing execution of agreement
• Full disclosure of any potential conflicts of interest
• Accuracy of all information provided during application
• No pending litigation or disputes affecting the business idea
• Compliance with all applicable laws and regulations

14.3 Mutual Warranties

• No infringement of third-party intellectual property rights
• Good faith collaboration and mutual respect
• Timely communication and transparency
• Compliance with terms of agreement

14.4 Disclaimer of Warranties

15. Limitation of Liability

15.1 Limited Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Melonkode's total liability shall not exceed the amount of commitment fee paid by the Founder
• Melonkode shall not be liable for indirect, incidental, special, or consequential damages
• Melonkode shall not be liable for loss of profits, revenue, data, or business opportunities

15.2 Exceptions to Limitation

Limitation of liability does NOT apply to:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breach of confidentiality obligations
• Intellectual property infringement
• Violations of applicable law

15.3 Indemnification

Founder's Indemnification:

The Founder shall indemnify Melonkode against all claims, damages, losses arising from:

• IP infringement by Founder's Pre-Existing IP or startup operations
• Breach of Founder's representations or obligations
• Gross negligence or willful misconduct
• Third-party claims related to startup's products/services
• Tax liabilities or regulatory non-compliance

Melonkode's Indemnification:

Melonkode shall indemnify Founder against claims arising from:

• IP infringement by Melonkode's Pre-Existing IP
• Breach of Melonkode's representations or obligations
• Gross negligence or willful misconduct

16. Termination

16.1 Contract Term

Initial Term: 5 years from date of MoU signing
Extension: By mutual written agreement only

16.2 Termination by Mutual Consent

Both parties may mutually agree to terminate with:

• 180 days written notice
• Negotiated settlement on equity, fees, and deliverables
• Proper handover and documentation

16.3 Termination by Melonkode

Melonkode may terminate with immediate effect if Founder:

• Commits material breach and fails to cure within 30 days
• Engages in fraud, misrepresentation, or illegal activities
• Abandons the project for >90 consecutive days
• Violates confidentiality or non-compete obligations
• Startup becomes insolvent or files for bankruptcy

Consequences:

• Commitment fee fully refunded (if termination due to Melonkode breach)
• Melonkode retains vested equity stake
• IP rights transferred as per MoU terms

16.4 Termination by Founder

Founder may terminate only:

• With 180 days written notice
• By mutual agreement

Consequences:

• Commitment fee is forfeited
• Melonkode retains negotiated equity stake
• Founder loses access to Melonkode's proprietary tools

16.5 Completion of 5-Year Term

Upon successful completion:

• Commitment fee refunded within 90 days
• Melonkode retains equity stake permanently
• All IP remains with startup as per ownership structure
• Parties may negotiate extension or equity buy-back

16.6 Post-Termination Obligations

• Return of confidential information and materials
• Cessation of use of proprietary assets (except licensed rights)
• Settlement of outstanding financial obligations
• Cooperation for smooth transition

17. Dispute Resolution

17.1 Amicable Resolution

All disputes shall first be attempted to be resolved through:

1. Direct Discussion: Between parties (30 days)
2. Mediation: By neutral third party (if discussion fails)

17.2 Arbitration

If amicable resolution fails, disputes are subject to arbitration:

• Governing Law: Arbitration and Conciliation Act, 1996
• Seat of Arbitration: Patna, Bihar
• Number of Arbitrators: 1 (One) or 3 (Three) as agreed
• Language: English and/or Hindi
• Award: Final and binding on both parties

17.3 Governing Law & Jurisdiction

17.4 Injunctive Relief

Either party may seek interim injunctive relief from courts for:

• Breach of confidentiality
• Intellectual property infringement
• Irreparable harm situations

18. General Provisions

18.1 Entire Agreement

These Terms, together with:

• The executed Memorandum of Understanding (MoU)
• Privacy Policy
• Refund Policy
• Any supplementary schedules and annexures

constitute the entire agreement and supersede all prior negotiations, understandings, and agreements.

18.2 Amendments

• Amendments must be in writing and signed by both parties
• Oral modifications are not binding
• Continued use after notification of changes constitutes acceptance (for website terms)

18.3 Waiver

• Failure to enforce any provision does not constitute waiver
• Waiver of one breach does not waive future breaches

18.4 Severability

If any provision is invalid or unenforceable:

• Remaining provisions remain in full effect
• Invalid provision replaced by valid provision achieving similar effect

18.5 Assignment

• Neither party may assign rights/obligations without prior written consent
• Exception: Melonkode may assign to affiliated entities
• Unauthorized assignment is void

18.6 Notices

All notices shall be sent to:

To Melonkode:
Address: [Complete Address], Patna, Bihar, India
Email: legal@melonkode.in

To Founder:
As provided in the application and MoU

Notices deemed delivered:

• Email: Upon transmission (with read receipt)
• Courier/Post: Upon delivery

18.7 Force Majeure

Neither party liable for failure to perform due to events beyond reasonable control including:

• Natural disasters (earthquakes, floods, pandemics)
• War, terrorism, civil unrest
• Government actions, regulations, lockdowns
• Internet or telecommunications failures (extended)

If force majeure continues >180 days, either party may terminate without penalty.

18.8 Language

These Terms are executed in English. In case of translation, the English version prevails.

18.9 Counterparts

This agreement may be executed in multiple counterparts, each constituting an original.

18.10 Survival

The following clauses survive termination:

• Intellectual Property Rights
• Confidentiality
• Non-Compete (for specified period)
• Representations & Warranties
• Limitation of Liability
• Indemnification
• Dispute Resolution

19. Acceptance and Consent

20. Important Disclaimers

21. Contact Information

22. Definitions & Glossary

Term	Definition
Challenge	Startup Collaboration Challenge 2025 organized by Melonkode
Co-Building Period	The minimum 5-year term of active collaboration
Commitment Fee	Refundable security deposit paid by Founder based on tier selection
Equity Stake	Ownership percentage in the Startup held by Melonkode
Founder	Selected participant who enters into partnership with Melonkode
Intellectual Property (IP)	Patents, trademarks, copyrights, trade secrets, and proprietary rights
Melonkode	The co-building partner providing services and strategic support
MoU	Memorandum of Understanding - formal partnership agreement
MVP	Minimum Viable Product - initial version of product/service
Pre-Existing IP	Intellectual property owned by either party before partnership
Startup	Business entity to be incorporated by Founder for commercialization
Vesting	Gradual earning of equity rights over time based on continued involvement

23. Additional Resources

24. Final Notes

24.1 Due Diligence

Founders are strongly encouraged to:

• Read all terms carefully and completely
• Seek independent legal and financial advice
• Understand the long-term commitment (5 years)
• Assess personal and financial readiness
• Discuss with family, co-founders, and advisors
• Clarify any doubts before applying

24.2 Questions and Clarifications

24.3 Consent Acknowledgment

By submitting your application or signing the MoU, you confirm that:

25. Updates and Version History

Version	Date	Changes
1.0	January 01, 2025	Initial release for Startup Collaboration Challenge 2025