WEBAPP MAKEOVER CONTEST TERMS AND CONDITIONS

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS AS THEY CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU AS A RESULT OF YOUR ENTERING THE WEBAPP MAKEOVER CONTEST (THE “CONTEST”) SPONSORED BY APPCELERATOR, INC. (“COMPANY “OR “APPCELERATOR”). BY SIGNING UP / REGISTERING FOR THE CONTEST, YOU AGREE ON BEHALF OF YOURSELF AND ON BEHALF OF YOUR EMPLOYER/PRINCIPAL, IF APPLICABLE, TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS (THE "TERMS") SET FORTH BELOW. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT REGISTER FOR THE WEBAPP MAKEOVER CONTEST.

A. CONTEST OVERVIEW AND TERM THERE IS NO PURCHASE NECESSARY TO ENTER. A PURCHASE WILL NOT INCREASE YOUR CHANCE OF WINNING. The Contest is open to legal residents of the 50 United States and the District of Columbia who are 18 years of age or older at the time of entry (“Participants”). Void wherever prohibited by law. Employees or agents of Appcelerator, its advertising and promotional agencies and their respective affiliates and associates and employees of, persons in the immediate family or living in the same household may not be Participants. Participants are responsible for compliance with all applicable laws in jurisdictions where he/she resides.

The Contest starts at 8:00 a.m. Eastern Daylight Time (EDT) on August 25, 2008. All entries must be received by 6:00 p.m. EDT on September 30, 2008 (“Promotion Period”). No entries will be accepted after the Promotion Period. Appcelerator will not be held responsible for late entries. Failure to adhere to the terms and conditions listed in this Contest Terms and Conditions, and/or those listed in the Appcelerator Terms and Conditions of Use will result in disqualification of any submitted entries, and the nullification of your privileges to further participate in the Contest.

B. PARTICIPATION IN THE CONTEST The Contest is open to those companies and individuals desiring to update an existing application. The winner of the Contest will receive a WebApp Makeover by the Appcelerator development team through the use of Appcelerator’s software. Using the Appcelerator Software to develop the updated application is a key component to receiving an Award. Participant must agree to the licensing terms and conditions for use of the Appcerator Software prior to using the Award.

Participants must provide Appcelerator with sufficient information for the voting process. If insufficient information is provided and Appcelerator is unable to obtain necessary information for the application of the entry, the entry will be deemed "incomplete" and will be disqualified. Appcelerator may, at its sole discretion, contact the Participant to resubmit the entry for the Contest.

C. PRIZES Odds of winning a prizean Award will vary depending upon the number of actual Contest participants. In the event any entry is deemed ineligible or disqualified, Appcelerator may award the prizes to alternate entries as it deems suitable. In any event that the prize cannot be awarded, Appcelerator may withdraw the winner's title, and all unclaimed prizeAward(s) will be forfeited and Appcelerator may select an alternate winner.

D. CONTEST SUBMISSION AGREEMENT 1) Original Works. All entries must be the original creations of the entrants, unless written authorization from the intellectual property owner is provided at the time of entry submission.1) Ownership. All entries must be owned by the Participant or if not owned by the Participant, the Participant must be authorized by the owner to submit the Entry and agree to the use of the Entry for purposes of this Contest. Participants agree to indemnify and hold harmless Appcelerator from any copyright, trademark, or other intellectual property infringement claim or liability with regard to their submissions. 2) Releases. All entrants, as a condition of entry into the Contest, agree to release Appcelerator from and against any and all liability, claims or actions of any kind whatsoever for injuries, damages, or losses to persons or property associated or sustained in connection with participation in any and all aspects of the Contest, including accessing the Contest, submitting an entry, the receipt, ownership or use of any Award. The winner agrees that it shall bear all risk of loss or damage with respect to the made over application after it has been delivered to winner. 3) Prize Responsibility. The winner will be responsible for any and all federal, state and/or local taxes resulting from acceptance of any and all prizes associated with this Contest. Winner cannot assign or transfer the prize to another person. No prize substitution or changes are allowed. If the prize cannot be awarded due to circumstances beyond the control of Appcelerator, a substitute prize of equal or greater retail value may be awarded. 4) Limitation of Liability. Neither Appcelerator nor its staff assume any responsibility or liability for (i) any incorrect or inaccurate entry form information, or for any faulty or failed electronic data transmissions; (ii) any authorized access to, or theft, destruction or alteration of entry forms or submissions at any point in the operation of this Contest; (iii) any technical malfunction, failure, error, omission, interruption, deletion, defect, delay in operation or communications line failure, regardless of cause, with regard to any equipment, systems, networks, lines, satellites, servers, computers or providers utilized in any aspect of the submission of an entry or the operation of the Contest; (iv) use or failure to use the prize or any errors resulting from its use; or (v) any injury or loss of participants which may be related to or resulting from any attempt to participate in the Contest, download of any materials in the Contest or the use or inability to use the madeover application. 5) Disputes. You agree that you will submit any dispute you may have with regard the conduct of the Contest, interpretation of the Rules, and/or awarding of prizes to Appcelerator, Inc. whose decision regarding such dispute shall be binding and final. All disputes must be submitted in writing, and sent to us at: Appcelerator, Inc. 14 Piedmont Center, 3535 Piedmont Rd, suite 230, Atlanta, Georgia 30305. 6) Winners. All eligible entries will be reviewed by a panel of judges selected by Appcelerator and may consist of Appcelerator staff from various departments. All voted decisions are final. 7) Winner Announcement. Notification of the Award winner will be available on the Appcelerator Blog on October 1, 2008 and Appcelerator will notify the winner via email for the claiming of the Award.

Please take a moment to review these Rules and the Terms of Use Statement which, by Participant’s participation, including registration, entry and verification activities, Participant agrees will govern all aspects of the Contest. Appcelerator reserves the right to abbreviate, extend, modify, suspend, cancel, or terminate this Contest at any time without prior notice, and without further obligation or liability to Participants. Appcelerator also reserves the right to make rules and Contest changes, as well as changing any Contest dates.

C. RIGHTS TO USE ENTRIES. Appcelerator does not claim any ownership rights in Participants' Entries. However, by submitting an Entry, Participants grant Appcelerator the right to use the Entry for purposes of evaluating the Entry and granting of the Award (if applicable), Participant agrees that entry and acceptance of the Award constitutes permission for Appcelerator to have the option of using the winner’s name, Entry, including, screenshots, photograph, artwork and statements of Participant and the Award itself for editorial, public relations, promotional or advertising purposes, or any other purpose as deemed reasonable by Appcelerator. Documentation of such permission may be requested by Appcelerator, and failure to provide such documentation will result in forfeiture of any winner status and/or Award. Participants understand that Appcelerator cannot control the incoming information Participant will disclose to Appcelerator’s representatives in the course of entering, or what Appcelerator’s representatives will remember about an Entry. Participant also understands that Appcelerator will not restrict work assignments of representatives who have had access to an Entry. By entering this Contest, Participant agree that use of information in Appcelerator representatives' unaided memories in the development or deployment of Appcelerator products or services does not create liability for Appcelerator under this agreement or copyright or trade secret law. Participant understands that Participant will not receive any compensation or credit for use of an Entry, other than what is described in these Terms and Conditions.

D. WARRANTIES/DISCLAIMERS. APPCELERATOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY, THE "RELEASED PARTIES") EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RELEASED PARTIES OFFER NO ASSURANCES, GUARANTEES OR WARRANTIES THAT THE CONTEST, CONTEST WEBSITE OR THE SOFTWARE APPLICATION DEVELOPED OR AWARDED HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE AND DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE CONTEST OR THE SOFTWARE APPLICATION DEVELOPED OR AWARDED HEREUNDER. RELEASED PARTIES ASSUME NO RESPONSIBILITY FOR ANY COMPUTER-RELATED DAMAGES DUE TO USE OF ANY AWARD. RELEASED PARTIES WILL NOT BE LIABLE, AND ARE NOT RESPONSIBLE, FOR DAMAGES OF ANY KIND RELATED TO A PARTICIPANT'S PARTICIPATION OR INABILITY TO PARTICIPATE IN THE CONTEST, WHETHER THE DAMAGES ARE DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL. FURTHER, BY PARTICIPATING IN THE CONTEST AND/OR ACCEPTING CONTEST CONSIDERATION, A PARTICIPANT AGREES THAT RELEASED PARTIES SHALL NOT BE LIABLE FOR, AND WILL BE HELD HARMLESS BY PARTICIPANT AGAINST, ANY LIABILITY FOR ANY DAMAGE, INJURY OR LOSS TO PERSON (INCLUDING DEATH) OR PROPERTY DUE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ACCEPTANCE, POSSESSION, USE OR MISUSE OF CONTEST CONSIDERATION, PARTICIPATION IN ANY CONTEST-RELATED ACTIVITY, USE OF ANY TENDERED ENTRY OR PARTICIPATION IN THIS CONTEST. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.

H. Copyright Notice. Nothing on the Site or on any other Appcelerator website, or Participant's use of the services or products related hereto, shall be construed as conferring any license or other rights under the intellectual property or other proprietary rights of Appcelerator, its subsidiaries or affiliates or any third party, whether by estoppels, implication or otherwise. Appcelerator and/or its agents shall be licensed by Participants to evaluate all Contest-related submissions for purposes of the Contest, including verification and judging and as specified in the Rules. The Appcelerator software and programming code and media relating to the Contest is protected by the laws of copyright, trademark, patent, unfair competition and other proprietary laws.