Lyfebulb and Veloxis Pharmaceuticals Present
“Transforming Organ Transplantation”
Overview: Veloxis Pharmaceuticals, Inc., a Delaware USA company with principal place of business at 2000 Regency Parkway, Suite 500, Cary, North Carolina 27513 (“Sponsor”); in collaboration with Lyfebulb, LLC, a New York USA limited liability company with its principal place of business at 654 Madison Ave, 15th Floor, New York, NY 10065 (“Administrator”), is sponsoring a contest titled “Transforming Organ Transplantation Through Innovation” (“Challenge”). The Challenge is a skills-based contest in which eligible entrepreneurs are challenged to develop innovative ideas, concepts, and solutions for transplantation (collectively, the “Condition”) so that ultimately these innovations will be marketed to help improve the lives of those living with the Condition. The Challenge will be governed by the rules set forth in this Agreement and your consent to the terms of this Agreement is a prerequisite for participating in the Challenge.
Entry: To enter, participants in the Challenge (“Participants”) will be required to, among other things, respond to and submit a multi-part Challenge application (the “Entry”) articulating how their company’s innovative product or service will improve the life of people living with the Condition. The Entries will be judged by the Sponsor and Administrator according to the criteria in this Agreement.
Finalists: The Sponsor and Administrator may select up to ten (10) Participants as finalists (“Finalists”). Finalists will have the opportunity to make an in-person presentation (“Live-Pitch”) to a panel of judges (collectively “Judges”, each a “Judge”) at a Challenge event (“Event”) anticipated to be held in Cary, North Carolina on or about October 2022. The Event will include the Live-Pitch as well as other activities at the indicated locations and times.
Winners: From the presenting Finalists, two winners (“Winner”) may be selected based on the Live-Pitch judging criteria stated herein. Each Winner must be a registered company eligible to receive prize money and must affirmatively agree to use the prize money to develope and/or market their solution for better management or care of the Condition.
Promotion Entities: As used herein, the phrase “Promotion Entities” refers to the Sponsor, the Administrator, and any advertising and promotion agencies, prize suppliers, and those individuals and entities involved in the preparation of materials for, administration and/or execution of the Challenge, including the Judges.
No Purchase or Product Promotion Necessary: There is no purchase necessary to enter the Challenge or to be a Finalist or Winner in it. Use or purchase of any product does not affect Participants’ chances of winning.
Who is Not Eligible to Enter: Employees, officers and, directors of, and entities invested in: (i) Sponsor and/or Administrator, including their respective parent, subsidiaries, affiliates, and divisions, (ii) the Promotion Entities, and (iii) government agencies or government-owned entities, are not eligible to enter the Challenge. Additionally immediate family members (defined as parents, grandparents, children, siblings and spouse/partners, including step and foster relations) regardless of where they reside, and/or individuals living in the same household (whether or not related) of any of the directors, officers, or employees of the Promotion Entities are not eligible to enter the Challenge.
Relationship: You understand that participating in the Challenge will not make you an employee, partner, joint venture, or agent of any of the Promotion Entities and you will not be entitled to any of the benefits, direct or indirect, of an employee of the Promotion Entities. You agree to fully disclose your participation in the Challenge to any relevant employer, health care institution, medical committee, or other organization with which you are affiliated as may be required by such organization.
How to Enter the Challenge: To enter the Challenge, eligible Participants must access the Challenge documents at www.lyfebulb.com (“Website” or “Site”) during the Entry Period, provide all contact and other information required in order to access the PDF Challenge application (“Application”), provide complete, accurate, good-faith responses to the Application, agree to be bound to this Agreement, and submit the Application as provided within the Entry Period. The idea that is the subject of the Entry must contain a business case and/or plan and have a creditable, verifiable medical or scientific rational behind it. However, the idea or concept underlying the Entry must not be based on pharmaceuticals or drugs, but may be based on, for example, digital healthcare applications, devices, products, or services. For purposes of the Challenge and pursuant to this Agreement, unless otherwise specified, each Entry includes the Application plus any and all additional responses, materials and information submitted by an eligible Participant in any and all formats at any state in the Challenge. Each Participant is limited to submitting no more than one Entry.
Entry Conditions: In order to be eligible for this Challenge, the submitted Entry must comply with all terms stated in this Agreement and on the Website. Further, by entering this Challenge, you hereby represent, warrant, and covenant (as applicable), and agree to produce written evidence of such (if requested), that:
- The Entry and any and all information therein, in whole and in part, does not violate or infringe upon any laws, rules or regulations (“Laws”), nor violate or infringe upon any proprietary or intellectual property rights, including copyrights, trademarks, patents, trade secrets, industrial property rights, privacy, personal or moral rights, or any other rights whatsoever of any person and/or entity (“Rights”), nor put you in breach of any confidentiality obligations;
- The Entry, in whole and in part, is submitted to the Challenge with the express written permission of all persons and entities who (i) worked on or contributed in any respect to the Entry; (ii) who are depicted in the Entry by name, likeness, voice, image or any other information; or (iii) who otherwise have any right, title, and/or interest in or to the Entry (including but not limited to rights arising from a work-for-hire relationship);
- The Entry is the original creation of the Participants and/or Participants have all title, rights, licenses, permissions and consents from all necessary persons/entities to and in connection with the Entry and all content thereof, and the right to submit it into this Challenge and to grant all of the rights granted to the Promotion Entities in these rules (and in any written Release Documents and/or agreements signed by Participants), and the exercise thereof by the Promotion Entities and/or the use by them of the rights granted by Participants, in whole or in part, does not and will not give rise to any alleged or actual claims, disputes, actions, damages, losses, or liabilities, including but not limited to those for violations of privacy, disputes or payment of any kind, including without limitation infringement of intellectual property rights, royalties, residuals, attribution, credit, dues, approval or consultation rights, or any rights of participation, attribution, or any other fees, costs, or expenses, arising out of the submission, use, exhibition and/or any other use or exploitation of the entry, in whole and in part, the use thereof by Sponsor and Promotion Entities of any of the rights granted in these rules;
- Your participation in the Challenge and submission of the Entry will not give rise to any alleged or actual claims, disputes, actions, damages, losses, or liabilities arising out of the submission, use, exhibition or exploitation of the Entry by the Promotion Entities;
- The Entry contains no pornographic, sexually explicit (including nudity), defamatory, offensive, violent, harmful, discriminatory, cruel, abusive, highly political, religious or sensitive or illegal content that would offend reasonable standards of taste and decency (as determined by Sponsor); and
- Without limitation, any information, materials, content, and data included in the Entry (“Entry Data”) and the collection, storage, usage, disclosure, transmission, and/or sharing of such Entry Data is with the legal permission of all persons and/or entities whose information contributed or became part of the Entry Data, that the Entry Data was collected in compliance with all applicable Laws or Rights, including HIPAA, and that such Entry Data is de-identified so as not to disclose the protected health information of any individual.
By submitting an entry, without limiting any other provision herein, Participants agree the Promotion Entities are not responsible for, and shall be indemnified, defended, released and held harmless for/from any threatened or actual claims, actions, disputes, damages, losses or liabilities between a Participant and any other Participant and/or third party or entity (who may be unaffiliated with this Challenge) relating to the Entry, in whole or in part.
Once submitted, an Entry may not be modified, cancelled, or deleted and will not be returned. The Entry will be judged as a whole, but may be posted, viewed, and/or used by the Promotion Entities (and others involved with the challenge) in whole or in part. The Promotion Entities disclaim all responsibility for Entries that, for any reason, it did not receive or could not process.
Prerequisite for Finalist and Winner Confirmations: If your Company is selected as a Finalist and accepts the repsonsibilities of continuing in the Challenge as a Finalist, you agree for its Representative to appear and make a presentation at the Event. The Representative who participates in the Event must be the individual who submitted the Entry on behalf of your Company. Sponsor reserves the option, but without obligation, to allow alternative Live-Pitch arrangements due to any Finalist’s medical condition or extenuating circumstance. Non-compliance with any terms, conditions or other requirements of this Agreement will disqualify you and your Company at any phase of this Challenge and void the Entry and/or prize award (if applicable).
A prize will be offered to the Winner as a business entity and not to any individual. A submission may not be entered into this Challenge more than once or by more than one Participant, nor may a Participant or Representative submit more than one Entry; in such event, only the first Entry submitted will be considered and all subsequent entries will be disqualified.
Your Responsibility for Employer’s Rules and Applicable Laws: Participants have the responsibility to review and understand their employer’s policies, laws, rules and /or regulations, tax implications, and any other limitations (collectively “Policies and Laws”) regarding eligibility to participate in promotions and/or receive prizes in connection therewith. Furthermore, if a Participant enters without obtaining the appropriate approvals, or if an individual is participating in violation of any such policies and laws, Sponsor may, in its sole discretion, disqualify the Participant, who will forfeit its prize, if any. Promotion Entitles disclaim all responsibility and liability relating to any of the laws, rules, and regulations mentioned above.
Promotion and Judging Periods: The Challenge begins on or about 12:00 am Eastern Time (“ET”) on July 26, 2022 and ends 11:59 pm ET on October 14, 2022 (“Promotion Period”). Entries will be accepted beginning on or about 12:00 am ET July 26, 2022 and ending 11:59 pm ET on August 21, 2022 (“Entry Period”). It is anticipated that Finalists will be announced sometime in September 2022. Deadlines may be shortened or extended as deemed necessary by Sponsor. Sponsor reserves the absolute right to modify, cancel or terminate the Challenge or the participation of any Participant for any reason without liability. All times stated will be in Eastern Time unless otherwise stated and the Website’s server will be the official time keeping device.
Sponsor makes no warranty, representation, or guarantee, express or implied, in connection with (i) the Challenge or any element of the Challenge, (ii) the prize, in whole or in part, or (iii) Sponsor’s ability to enable, improve, develop, market, or promote the Entry, Participant, or the product(s), ideas, or solutions mentioned, embodied, or set forth in the Entry.
Without limitation, Sponsor reserves the right to immediately disqualify and/or remove at any time (before, during, or after the Challenge) any Entry and/or Participant for any reason in its absolute discretion. Without limiting the foregoing, if at any time a Participant is found to have breached, violated, or failed to comply with this Agreement, or if a Participant is found at any time to have been ineligible, the Participant may be immediately disqualified and must immediately return any and all prizes (if applicable) to the Sponsor.
You accept that, without fault of the Promotion Entities, other persons or entities may disclose or have already disclosed to one or more of the Promotion Entities or others, or made public materials that are the same or similar to Participant’s Entry. Further, Participants have independent access to, may create or have created technologies, methods, materials, and/or ideas which may be similar or identical to another Entry. In the event that an Entry is identical or similar to another Entry, the Sponsor and Judges reserve the right to score one Entry higher than the other, subject to the judging criteria set forth herein, in the discretion of Sponsor and Judges.
Confidentiality: The Promotion Entities are not obligated to keep information submitted in your Entry confidential. You are not now or in the future be entitled to any approval, rights of compensation, or any other payment; unless adjudged and verified a Winner pursuant to this Agreement, and in such event, only to the extent of the prize award. You agree that submitting an Entry and/or receiving a prize does NOT create any obligations by Sponsor to you except as expressly detailed herein. The Promotion Entities disclaim all responsibility and liability relating to disclosure and/or use of information contained in your Entry.
You agree to keep information relating to the Promotion Entities activities, goods, services, and products that you may learn confidential. You shall not use or disclose and shall prevent any of your Representatives from using or disclosing such information, except as specifically permitted in writing by an authorized representative of the applicable promotion Entity.
You acknowledge that information related to entering into Challenge includes personal data about you, including your name, title, contact details including business postal address, postal code, country, email address, telephone number(s), and social security number, and your position and role with a company or organization. You hereby authorize the Promotion Entities to use such personal data to administer the Challenge, subject to applicable data protection or privacy laws and/or regulations.
Selection of Finalists and Winner
Judging Criteria for Finalist and Winner Selection: Eligible Entries will be judged by a panel of subject matter experts selected by the Administrator and the Sponsor using the following criteria (“Judging Criteria”):
- Strategic basis for addressing unmet needs facing patients, care partners, and/or professionals
- Demonstrated ability of the innovation to address these challenges
- Potential of the innovation to improve outcomes or lived-experience of people affected by transplant
- Degree of market impact and patient impact
- Measurability of impact
- Uniqueness to the market
- Feasibility of development and implementation
- Market sustainability
Scores will not be made public at any time. You understand that your participation in the Challenge does not entitle you to be judged as either a Finalist or the Winner. You acknowledge that none of the Promotion Entities has made any communications indicating that you or your Entry will be pre-selected for any prize.
Finalist Selection: Up to ten (10) Finalists will be selected from eligible Entries based on their highest combined score in accordance with the above Judging Criteria. Sponsor may, but without obligation to do so, select more than the stated number of Finalists if the Sponsor finds such additional Entries to be of exceptional quality. Sponsor reserves the right to select fewer than the stated number of Finalists due to insufficient eligible and qualified Entries. By way of example only, Sponsor reserves the absolute right in its discretion to disqualify as ineligible entries that do not provide (in Sponsor’s determination) a credible, feasible or innovative product or solution for those living with the Condition; appear not to have been submitted in good faith; or for any other reason. In the case of a tie, a judging chairperson shall be assigned, and that individual will be the sole decision-maker for breaking a tied entries.
Winner Selection: Once confirmed and verified, the authorized Representative who submitted the qualifying Entry on behalf of each Finalist, will be invited to the Event and will travel to Sponsor’s headquarters location in Cary, North Carolina on or about October 13 – 14, 2022 to participate in the presentation, which will be a timed, live presentation of a slide-show deck submitted prior to the event as a PowerPoint document. Finalists will be provided details, instructions and information regarding the Live-Pitch prior to the trip. The Live-Pitch shall be deemed included as part of a Participant’s Entry in that the entire Entry may be considered for judging purposes. Such Live-Pitch may, but without obligation to Sponsor or Judges, be followed by a question-and-answer session with the Judges. Finalists will be judged pursuant to the judging criteria stated herein, their responses to instructions and questions that may (or may not) be posed during the Live-Pitch by Promotion Entities, and their ability to communicate the benefits of their innovation.
The Event is anticipated to include the following activities which are subject to change at the sole discretion of the Sponsor:
- On Thursday, October 13, 2022, you will participate in a Live-Pitch preparation meeting with, key representatives from Sponsor and Administrator, and Judges.
- On Friday, October 14, 2022, you will participate in a half-day Event together with the other finalists for the Challenge, representatives from Sponsor, Administrator, and representatives of selected venture capital companies and entrepreneur advisors. At the Event you will present your Live-Pitch presentation. At the end of the event, the Judges will announce the Winner of the Challenge.
Sponsor reserves the right to modify the Live-Pitch and any elements thereof by communicating such modification(s) to all Finalists prior to the start of all Live-Pitch presentations.
Prizes: Assuming it receives sufficient eligible Entries, the Sponsor may award the following prize(s):
Event location, date, and time are subject to change. Finalists must travel on dates specified by Sponsor; dates of departure and return are subject to change. ARV of the Trip may vary depending on, for example, the point, date, and time of departure. Any difference between ARV and actual value will not be awarded. All travel arrangements must be made through a travel agent or entity selected by Sponsor. Trip recipients will be responsible for all upgrades, add-ons, additional excursions, gratuities, beverages, and any other incidental costs or expenses not specifically included herein. Specific air carrier(s) and other trip specifics are at the sole discretion of the Sponsor or its designee(s). All travel is subject to availability. Trip recipients must provide valid government-issued photo ID as required by travel authorities and are responsible for maintaining any necessary insurance (potentially including car, health, liability, and travel insurance). You acknowledge and agree that the Promotion Entities are not providers/carriers of transportation, or insurance providers for any purposes related to the Trip. No changes will be made to travel details once any element(s) of the trip has been booked. Trip conditions may be added or modified by Sponsor.
Reimbursement of Costs: If you are selected as a Finalist and subject to Administrator’s prior written approval, Administrator will reimburse you for reasonable and documented meal expenses (up to $75/day) incurred by you during your travel and stay for the Event. You agree to retain accurate detailed records of such expenses, which records must be maintained for review by Administrator upon request. Travel and accommodation costs as well as reimbursement constitute the full extent of the compensation paid by Administrator under this Agreement. All travel and accommodation must be arranged and paid directly by Administrator or its intermediary, in accordance with Administrator’s policies. Other than reimbursement of costs, there is no separate payment for participating in the Event.
You understand and agree that the Promotion Entities are not suppliers of transportation, lodging or other travel related services, and are not responsible or liable for any aspect of your travel. You understand that the Trip presents inherent risks. Your signing of this Agreement constitutes an express and contractual assumption of all risks and dangers including death or serious injuryassociated with the Trip.
The Promotion Entities are not responsible for any changes of any aspect of the trip, nor are they liable for any expenses incurred as a consequence of flight changes, cancellation or delays. Sponsor will not replace any lost or stolen tickets, travel vouchers, gift cards, luggage, personal belongings, or certificates. Travel is subject to capacity controls, availability, and certain other restrictions, all of which are subject to change. Any unclaimed and/or unused element of the Trip may remain the property of Sponsor at Sponsor’s discretion. The restrictions and conditions stated herein are not all-inclusive and the trip described above may be subject to additional restrictions and conditions.
Challenge Prizes: Assuming sufficient qualified Entries, one Challenge Prize of USD$25,000 and one Challenge Prize of USD$15,000 may be awarded. The Challenge Prizes will be awarded to a Company (not an individual) and must be used in strict compliance with Sponsor instructions and conditions and must be used in furtherance of publicly launching into the commercial marketplace the Condition idea, concept, or innovation embodied in, or that was the subject of the winning Entry.
General Prize Conditions: Prize awards are contingent upon verification of the potential Finalists or Winner and entries, confirmation of eligibility to receive a prize, and compliance with this Agreement. The Challenge Prizes will be awarded as a check in United States Dollars, made out to and in the name of the Company and not to an individual. The Prizes are not assignable or transferable. All Finalists and the Winner may be notified by e-mail, telephone, or in person (in Administrator’s discretion) using the information provided in the Entry. In the event a potential Finalist or Winner cannot be reached using the contact information provided on the Entry on or within two (2) separate attempts and the potential Finalist or Winner does not respond within 48 hours of the second attempt, the prize will be forfeited and an alternate potential Finalist or Winner may be selected. Prizes that are not accepted in their entirety will be forfeited.
Taxes: Finalists and the Winner are individually responsible for paying any local, state, federal or any other applicable taxes; compliance with (governmental) reporting, filing, and documentation requirements; and for any other costs, expenses, and fees connected with their acceptance and use of any prize.
Without limiting any other right or term herein, a Participant may be disqualified from the Challenge immediately if, in a Sponsor’s (or its authorized representative’s) absolute discretion, it reasonably believes the Participant has or has attempted to undermine or circumvent the legitimate operation of the Challenge, this Agreement or any element thereof, or if a Participant is suspected at any time of engaging in cheating, deception, fraud, engaging in illegal, harmful, dangerous, or obnoxious behavior, or has or attempts to abuse, threaten, harass, or intimidate or cause harm to any other Participant or any other person.
Participants acknowledge that prizes may be subject to United States export laws, regardless of location or nationality. Participants agree to comply with all applicable export controls, including, but not limited to, the United States Department of Commerce’s Export Administration Regulations, sanctions programs administered by the United States Treasury Department’s Office of Foreign Assets Control, and any export laws applicable in Participant’s country of residence. Participant further warrants that prizes are authorized for export from the United States under these laws, if applicable.
Intellectual Property Rights: You acknowledge that Sponsor (including its subsidiaries and affiliates) may have developed, may be developing, and/or may continue to develop and support products, services, technology, or functionality that are related to or similar to those described in your Entry. Nothing in this Agreement or the relationship of the parties precludes Sponsor from developing these products or services, subject to your rights in and to your intellectual property. By entering the Challenge, you consent to Sponsor’s use of any of the ideas, concepts, know-how, or techniques that are submitted, developed or learned in the course of your participation in the Challenge including from your Entry, that it may use these for any purpose, and it may do so without payment or compensation other than offering Participants the opportunity to win a prize. Sponsor will have the non-exclusive right to license any of the ideas, concepts, know-how, or techniques it learns from your Entry or other feedback, without payment other than the opportunity to win a prize. Participants agree that Sponsor may use any feedback provided by Participants at any time related to Sponsor and/or any Sponsor products, services, technology, or functionality for any Sponsor business purpose without requiring consent, including reproduction and preparation of derivative works based upon such feedback, as well as distribution of such derivative works. Nothing in these rules, the participation by Participants in the Challenge, or the Challenge materials or related communications grants Participants any rights to or interest in any intellectual property rights of Sponsor (including its subsidiaries and affiliates).
Release and Indemnification: To the maximum extent permitted by applicable law, you agree (whether or not you become a Finalist or Winner) by entering the Challenge to release, indemnify, defend, and hold harmless (“release”) the Promotion Entities from and against any and all threatened or actual actions, liabilities, claims, demands, losses, settlements, fines, damages, costs and expenses (including reasonable attorney fees, collectively “Disputes”), whether or not litigation is commenced, arising at any time from your participation in the Challenge and the use of an Entry (in whole or in part). Further, to the maximum extent permitted by law, you covenant not to sue or disparage any of the Promotion Entities or cause them to be sued regarding any matter released above; and further covenant not to disaffirm, limit or rescind the releases in this Agreement to the fullest extent permitted by law. A waiver by one or more of the Promotion Entities of any term in this Agreement does not constitute a waiver of any other provision and does not constitute a waiver for purposes of any of the other Promotion Entities. You further agree that all rights under Section 1542 of the Civil Code of California and any similar law of any state or territory of the United States are hereby expressly waived.
Limitation of Liability: To the fullest extent permitted by applicable law, in no event will the Promotion Entities be responsible or liable for direct, indirect, incidental, consequential, or punitive damages – under any cause of action or theory of liability (including negligence). These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. By participating in the challenge, you expressly agree to the allocation of risk set forth herein; if you do not agree to this allocation of risk, you must not particpate in the Challenge or submit an Entry.
Networks and Cancellation: Promotion Entities are not responsible for any technical problems the Participant may encounter relative to the Challenge, including problems with networks, websites, computers, telephones; security breach or unauthorized access; failure to collect an Entry, or the incorrect or inaccurate capture, storing, or processing of Entries or other information. If for any reason the Challenge or any part thereof, is not capable of running as planned, Sponsor reserves the right in its absolute discretion to cancel, modify, or suspend the Challenge or any part thereof. Any attempt by a Participant to deliberately damage any website or undermine the legitimate operation of the Challenge is a violation of applicable U.S. criminal and civil laws and should such an attempt be made, Sponsor reserves the right to disqualify Participant and seek damages from any such Participant to the fullest extent of the law.
Disputes and Arbitration: This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina, United States of America, without regard to conflict of law rules. As a condition of participating in this Challenge, you agree that any and all issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement, your rights and obligations, or the rights and obligations of the Sponsor in connection with the Challenge, and any other disputes that cannot be informally resolved between the parties arising out of or connected with this Challenge shall be resolved exclusively before a neutral one-person arbitrationpanel located near North Carolina. You expressly waive any rights they may have to any form of class action or multi-party lawsuit.
Force Majeure: You agree that the Promotion Entities shall not be liable to you or any other person for failure to supply a prize or any part thereof, by reason of any act of God, any action(s) by any governmental or quasi-governmental entity, equipment failure, terrorist act, cyber attack, embargo, labor dispute or strike, or any other circumstance beyond their control. The Promotion Entities shall not be responsible for any cancellations, delays, or any act or omissions whatsoever by the air carrier(s), hotel(s) or other transportation companies or any other persons providing any of these services and accommodations.