J.P. Morgan Asset Management: Life Sciences Innovation Challenge and Summit
NO PURCHASE NECESSARY TO ENTER OR WIN. Internet access is required to enter.
ARBITRATION NOTICE: BY ENTERING, YOU AGREE THAT, TO THE EXTENT ALLOWED BY APPLICABLE LAW, DISPUTES BETWEEN YOU AND ANY CHALLENGE ENTITY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION HELD IN THE U.S. AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. See Disputes/Arbitration provision.
OVERVIEW: The J.P. Morgan Asset Management: Life Sciences Innovation Summit, currently scheduled to be held in Abu Dhabi in conjunction with the Abu Dhabi Global Healthcare Week (ADGHW) on May 14th – 15th, 2024 (the “Summit”), includes a skill-based contest (the “Challenge”) sponsored by J.P. Morgan Investment Management Inc. (“JPMIM” or “Sponsor”). The event seeks to invite early-stage life science entrepreneurs to Abu Dhabi to both pitch and compete for exposure and recognition for their ideas to the investment community. During the Summit, selected entrepreneurs will be invited to share their innovative ideas and scalable solutions for better management and care of diseases that are prevalent in the Emiratis region. Examples of these diseases include, but are not limited to, diabetes, obesity, cardiometabolic disease and their complications, oncology, sickle cell anemia, cystic fibrosis, lysosomal storage disease, and rare monogenetic disorders.
To enter, Participants (defined below) will be required, among other things, to respond to and submit a multi-part Summit Application (“Application”) articulating how their (or their company’s) innovative product can improve the health of people with these prevalent diseases in the Middle East. The Entries (defined below) will be judged by Sponsor (defined below) and Administrator (defined below) pursuant to the criteria established herein to select up to ten (10) finalists (the “Finalists”). The Finalists will be invited to present live to a panel of judges (the “Judges”) at the Summit (the “Live-Pitch”). From the presenting Finalists, a Winner will be selected based on the Live-Pitch judging criteria (“First Winner”). Additionally, second and third place Winners may also be awarded using the same criteria. (Collectively, “Winners”).
SPONSOR: The Summit is sponsored by JPMIM, with its principal place of business at 277 Park Ave, New York NY, 10172.
THE ADMINISTRATOR: The administrator of the Summit is Lyfebulb Holdings Inc., with its principal place of business at 67 Mason Street, 2nd Floor, Greenwich CT 06830 (“Administrator”).
COMPANIES ELIGIBLE TO PARTICIPATE: To be eligible, a Participant must: (i) be an established private, registered, for-profit company or business entity, in good standing in the jurisdiction where it has been formed (“Company”), (ii) have a business focused on the development of therapeutics that can address one or more of the diseases that are predominant in the Middle East, and (iii) not be under any conflicting employment, contractual or legal restriction to enter (referred to herein as “Participant(s)” and including its entering authorized representative). The authorized representative that submits the Application and attends the Summit on behalf of their Company affirmatively represents that they are at least 18 years of age or older (or age of majority where they reside), and have full consent and authority by and on behalf of their Company to submit the Application and attend the Summit if the Company is chosen as a Finalist. Void where prohibited.
WHO IS NOT ELIGIBLE TO ENTER: By submitting the Application, Participant and their representatives represent that as of the date of submission of the Application, both the Participant and their representatives are not: (i) listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury, the U.S. Department of State or any other applicable authority (“Sanctions Authority”), (such list, the “Sanctions List); (ii) operating, organized or resident in a country, region or territory which is itself the subject or target of any Sanctions (“Sanctioned Country”); (iii) otherwise a target of any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority (“Sanctions”); or (iv) employed by a company who is owned or controlled by any person described in the forgoing (i) through (iii) (any such person to be a “Sanctioned Person”). Participant and their representatives, by submitting the Application, further covenant to JPMIM, its parent company, affiliates, and subsidiaries, that they and their respective directors, officers, employees and agents will not directly or indirectly use the compensation paid under this Summit for the purpose of funding, financing or facilitating any activity, business or transaction of or with any Sanctioned Person, in any Sanctioned Country or in any manner or otherwise take any actioned that would cause JPMIM, its parent company, affiliates, and subsidiaries to be in violation of any Sanctions. If Participant and their representatives is determined at any time to be a Sanctioned Person or an organization with whom JPMIM, its parent company, affiliates, and subsidiaries are prohibited from dealing by any United States law, regulation, or executing order, including names appearing on the Sanctions List, then Participant and their representatives shall be deemed to be in material breach of this Summit and JPMIM, its parent company, affiliates, and subsidiaries, in its sole discretion, shall have the right to terminate this Agreement immediately without penalty or liability. For the absence of doubt, at the start of the application period, the Sanctioned Countries, subject to any Sanctions shall include: Cuba, Iran, North Korea, Syria, and the So-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea Region of Ukraine. Additionally, JPMIM, its parent company, affiliates, and subsidiaries may, as required by law or policy refuse an award based, in its sole discretion, to be consistent with laws, regulations, or policies applicable to JPMIM. Without limiting the foregoing, the following also are not eligible as Participants or representatives of Participants: (i) Employees, officers, directors and entities of JPMIM and Lyfebulb, including their respective parent, subsidiaries, affiliates and divisions, (ii) 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 (all collectively referred to as the “Challenge Entities”), (iii) the 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 Challenge Entities, and (if) government agencies or government-owned entities.
BINDING AGREEMENT: By submitting the Application, Participants and their representatives agree to be bound by these official rules (the “Official Rules”) and all Challenge-related instructions, communications, and information from the Sponsor in any and all media/medium (including authorized representatives), the Releases (as defined herein) and any additional documents required for participation in any live activities at the Summit and/or receipt of any Prize Award (collectively the “Rules”), and the decisions of the Sponsor (including its authorized representatives) and Judges, which are final and binding in all respects. In order to participate, the representative submitting the Application on behalf of a Participant must, check a box on the Application indicating that the representative, on behalf of him/herself and the Participant, has read and agrees to be bound to these Rules. Once the Entry is submitted, the Rules form a binding legal agreement between each Participant (and its representative) and Sponsor with respect to the Challenge and all elements thereof, and any and all successors, assignees, subrogors, heirs, next of kin, legal, and personal representatives, and anyone who obtains any rights by, from, or through Participant.
PREREQUISITES FOR FINALIST/WINNER CONFIRMATION: Before being confirmed, the authorized representative of each potential Finalist must read, agree to be bound to, and execute: an Affidavit (or Declaration) of Eligibility, Liability and Publicity Release, and any additional required releases and documents, which may include a non-disclosure agreement (all of which are referred to herein as the “Release Documents”). Finalists must contractually agree to the appearance and presentation at the Live-Pitch by their authorized representative who submitted the winning Finalist Entry. Participants agree that these Release Documents must be executed by an authorized executive officer of the Finalist with signing authority. The Release Documents will apply to any and all Finalists, each Finalist’s Entry and representative(s), further participation in the Challenge and/or Summit, and Prize Award as applicable. In addition, the Finalist representative who travels to participate in the Live-Pitch must be the authorized representative who submitted the Entry on behalf of the Participant. Sponsor reserves the right, at its sole and absolute discretion, to allow alternative Live-Pitch arrangements due to any Finalist representative’s medical condition or extenuating circumstance. Failure to timely and properly execute any referenced Release Documents in whole or in part and/or non-compliance with any terms, conditions or other requirements of any such Release Document will disqualify Participant at any phase of the Challenge and void the Entry and/or Prize Award (if applicable).
Any Prize Award will be provided to a winning Company as a business entity, not to any individual representative(s) of such a Company. The same submission cannot be entered more than one time or by more than one Participant, nor may a Participant submit more than one Entry; in such event, only the first Entry submitted will be considered and all other Entries will be disqualified. The Sponsor and Challenge Entities disclaim all responsibility and liability relating to all of the above; by entering Participants and their representatives agree to release, indemnify, defend and hold them harmless the Sponsor and Challenge Entities in all respects relating thereto, to the extent allowed by applicable law.
IMPORTANT NOTICE: Representatives of 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 binding their Company to any legal agreement(s). Furthermore, if a representative submits an Application or Entry 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 and forfeit their prize, if applicable. The Sponsor and Challenge Entities disclaim all responsibility and liability relating to the above; by entering, Participants and their representatives agree, to the extent allowed by applicable law, to release, indemnify, defend and hold the Sponsor and Challenge Entities harmless in all respects thereto.
CHALLENGE AND JUDGING PERIODS: The Challenge begins on or about November 16, 2023. Entries will be accepted until on or about January 22, 2024 at 11:59:59 p.m. Eastern Time in the United States (“Entry Period”). It is anticipated that Finalists will be announced sometime in February, 2024. Winner(s) will be announced at or within 4 weeks after the conclusion of the Summit, which is scheduled to end on or about May 15, 2024. Deadlines may be shortened or extended as deemed necessary by Sponsor. Sponsor reserves the absolute right to modify, cancel or terminate the Challenge and/or Summit and any element thereof due to exigencies of the circumstances without liability. All times are Eastern Time in the United States. The server for the Website (defined below) shall be the official time keeping device for the Challenge and Summit, unless otherwise stated. PARTICIPANTS ARE RESPONSIBLE FOR DETERMINING THE CORRESPONDING TIME ZONE IN THEIR RESPECTIVE JURISDICTIONS.
HOW TO ENTER: Eligible Participants may access the Challenge and Summit 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 Summit Application, provide complete, accurate, good-faith responses to the Summit Application in compliance with the Rules and the stated terms and conditions on the Website, agree to be bound to the Rules and submit the Application as provided within the Entry Period . The subject of the entry must contain a business case/plan and/or have credible, verifiable medical or scientific rationale behind it. For purposes of the Summit and pursuant to these Rules, unless otherwise specified, the entry submission includes the Application, plus any and all additional responses, materials and information submitted by an eligible Participant in any and all formats/media/medium at any stage in the Challenge or Summit, which collectively constitute the “Entry.” Limit one (1) entry per Participant/Company.
ENTRY CONDITIONS: In order to be eligible for the Challenge and/or Summit, the Entry, in whole and in part (and the Participant) must comply with all terms stated in these Rules and on the Website.Further, by entering this Summit, Participants hereby represent, warrant and covenant (as applicable), and agree to produce written evidence of such if requested, that:
(i) The Entry and any and all information therein, in whole and in part, does not violate any laws, rules or regulations (“Laws”), and does not misappropriate, violate or infringe, has not misappropriated, violated or infringed, and will not misappropriate, 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”);
(ii) The Entry, in whole and in part, is submitted to the Summit by or with the express permission of all persons (living or deceased), venues and/or entities who worked on, were engaged to work on, or contributed in any respect to the Entry or any part thereof, who are depicted (directly or indirectly) in the Entry by name, likeness, voice, image or any other information or indicia of persona, or who otherwise have any right, title and interest in and to the Entry or any part thereof (including but not limited to rights arising from a work for hire relationship), and all such persons, and/or entities have provided their written consent to submission of the Entry and its use pursuant to the Rules;
(iii) The Entry is the original creation of the Participant and/or Participant has 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 the Challenge and/or Summit and to grant all of the rights granted to the Sponsor and Challenge Entities in these Rules (and in any written Release Documents and/or agreements signed by Participant), and the exercise thereof by the Sponsor and Challenge Entities and/or the use by them of the rights granted by Participant, 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, confidentiality, publicity, intellectual property, payment, or disputes 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 Challenge Entities of any of the rights granted in these Official Rules;
(iv) The Entry, in whole or in part, contains no pornographic, sexually explicit (including nudity), defamatory, offensive, violent, harmful, discriminatory, cruel, abusive, highly political, religious or sensitive or illegal content, and/or technology or other content that is prohibited from export, content of an obscene or menacing character, and does not otherwise offend against reasonable standards of taste and decency (as solely determined by Sponsor in its absolute discretion); and
(v) Without limitation, any information, materials, content and data included in the Entry (“Entry Data”) and the collection, storage, usage, disclosure, transmission, and/or sharing in any respect of such Entry Data at any time (including, but not limited to, prior to or in connection with this Summit and any element thereof) is with the legal permission of all persons and/or entities whose information of whatever kind or nature contributed or became part of the Entry Data, that it was collected in compliance with all applicable laws or Rights, including the United States Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and such Entry Data is de-identified so as not to disclose the personal health information of an individual personally identifiable by such Entry Data.
By submitting an Entry, without limiting any other provision herein, Participants agree, to the extent allowed by applicable law, the Sponsor and Challenge 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 Summit) relating to the Entry, in whole or in part. Proof that an Entry is submitted or uploaded, or otherwise created is not proof or evidence that the Entry was received or is eligible for the Challenge or Summit.
Once submitted, an Entry may not be cancelled or deleted and will not be returned. The Entry as a whole will be considered and judged, but may be posted, viewed and used by the Sponsor and Challenge Entities in whole or in part, as provided herein and by others interested in, involved with, or administering the Challenge and/or Summit. To the extent allowed by applicable law, Participants assume all risk of ineligible, non-compliant, damaged, lost, late, incomplete, invalid, incorrect, incompatible, non-functioning, untimely, or misdirected Entries, in whole or in part. SPONSOR AND THE CHALLENGE ENTITIES MAKE NO WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN CONNECTION WITH (I) THE SUMMIT AND ANY ELEMENT THEREOF, (II) ANY POTENTIAL PRIZE AWARD(S) (DEFINED BELOW) IN WHOLE OR IN PART (III) ITS ABILITY TO IN ANY WAY ENABLE, DEVELOP, MARKET OR PROMOTE THE PARTICIPANT OR THE ENTRY, OR (IV) ITS ABILITY TO IN ANY WAY ENABLE, IMPROVE, DEVELOP, MARKET OR PROMOTE THE ENTRY, PARTICIPANT, OR THE PRODUCT(S), IDEAS OR SOLUTIONS MENTIONED, EMBODIED OR SET FORTH IN THE ENTRY, IN WHOLE OR IN PART.
Without limitation, Sponsor reserves the right to immediately disqualify and/or remove at any time (before, during or after the Summit) any Entry and/or Participant for any reason in its absolute discretion. Without limiting the foregoing, if at any time a Participant and/or Winner is found to have breached, violated or failed to comply with these Rules or the Release Documents (or any subsequent Agreement), in whole or in part, at any time, or is or found at any time to have been ineligible, or to have acted in any manner that could harm the business or reputation of Sponsor or any Challenge Entities, they will be immediately disqualified and agree to immediately return in full any and all Prize Awards to Sponsor (if applicable). By submitting an Entry the Participant and its representative(s) agree that (a) Sponsor may conduct a background check on the Participant and its personnel, (b) they will cooperate reasonably with such background checks, including signing any necessary consents relating thereto, and (c) failure to cooperate is grounds for disqualification.
Participants understand, recognize, and accept that, without fault of the Sponsor and Challenge Entities, Sponsor, Challenge Entities, other Participants, and/or other persons and entities may have, may have provided, or have made public, materials, methods, ideas, or technology that is the same or similar to Participant’s Entry. Further, Participants, Sponsor, and Challenge Entities may have independent access to, may create, or have created technologies, methods, materials, and ideas which may be similar or identical in whole or in part, to a Participant’s Entry, in concept, theme, idea, format and/or other respects. In the event that an Entry is identical or similar to the Entry of another Participant, the Sponsor and Judges reserve the right to rank one Entry higher than the other, subject to the judging criteria set forth herein, in the discretion of Sponsor and Judges. Entries may not be acknowledged and, unless otherwise stated, will not be received, or held “in confidence” or “in trust”. By submitting an Entry, it does not create a confidential relationship or obligation of secrecy between Participant, Sponsor, other Participants, and any of the Challenge Entities. Information submitted in the Application will not be considered confidential information or treated as such. Participants will 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 these Rules, and in such event, only to the extent of the Prize Award. Further, Participants and Winners acknowledge and agree that by submitting an Entry and/or receiving a prize in the Summit does NOT give rise to or in any way create, either express or implied, any employer/employee, joint or co-venture, principle/agent, or any other employment, fiduciary, or other relationship, between them and any one or more of the Sponsor or other Promotion Entities, or any other person or entity. Participants and Winners further acknowledge and agree that by submitting an Entry and/or receiving a Prize Award in the Challenge does NOT give rise to or in any way create, either express or implied, any obligations by Sponsor to Participants or Winners except as expressly detailed herein. To the extent allowed by applicable law, the Sponsor and the Challenge Entities disclaim all responsibility and liability relating to all of the above; by submitting the Application, the Participants agree to release, indemnify, defend and hold them harmless the Sponsor and the Promotion Entities in all respects thereto.
JUDGING CRITERIA/FINALIST & WINNER SELECTION: Eligible Entries will be judged by the Judges using the following judging criteria (the “Judging Criteria”), giving equal weight to each:
- Unmet need
- Potential for Positive Impact
- Market Feasibility
- Technology Feasibility
- Operations Capabilities
Judges’ deliberations or selection discussions will not be made public at any time.
Finalist Selection: Assuming sufficient eligible entries are received, it is anticipated that up to ten (10) potential Finalists will be selected from all eligible Entries based on the above Judging Criteria. The Sponsor and Administrator may, but without obligation, select more than the stated number of Finalists if such additional Finalists are found to be of exceptional quality. Conversely, fewer than the stated number of Finalists may be selected in the event of insufficient eligible and qualified Entries/Participants. By way of example only, Entries may be disqualified that do not provide) a credible, feasible or innovative product or solution for addressing better management and care of diseases that are prevalent in the Emiratis region, appear not to have been submitted in good faith, or are otherwise lacking or non-compliant, or for any other reason.
Winner Selection: Once confirmed and verified, the authorized representative who submitted the qualifying Entry on behalf of each Finalist Participant, will be invited to participate in-person on May 14th – 15th, 2024 in the Live-Pitch, which will be a timed, live presentation of the 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 in-person event. The Live-Pitch shall be deemed included as part of a Participant’s Entry. 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, and their responses to instructions and questions that may (or may not) be posed in the Live-Pitch by Sponsor and/or Judges and their ability to communicate the benefits of their innovation.
Sponsor will provide transportation and lodging accommodations for one (1) representative of each Finalist to participate in the Live Pitch. All travel arrangements must be made through Sponsor, who retains the right to choose routes, dates and all other details, all subject to availability. The Finalists’ representatives are responsible for possessing all necessary documents for travel, including but not limited to passports, proof of vaccination (if applicable), and major credit card at hotel check-in (for incidental charges). Any disruptive or inappropriate activity during the Live-Pitch, as determined by Sponsor in its reasonable discretion, may result in removal from the event and disqualification from the Challenge.
Sponsor reserves the right in its absolute discretion to modify the Live-Pitch procedures and any elements thereof, in whole or in part, by communicating such modification(s) to all Finalists prior to the start of all Live-Pitch presentations. Without limiting the foregoing, all dates and times are subject to change, including but not limited to changes required due to any events beyond the reasonable control of Sponsor.
Winners may be announced at the Summit, or within approximately four weeks following the Summit. Sponsor may, but without obligation, select more than the stated number of Winners if found to be of exceptional quality in Sponsor’s absolute discretion. In the event any potential Finalist or Winner is disqualified, forfeits the opportunity to continue to participate and/or receive a prize in the Summit, or is otherwise ineligible, non-compliant, unable or unwilling to participate, an alternate potential Semi-Finalist, Finalist, or Winner may be selected (in Sponsor’s absolute discretion) in accordance with the next highest score from judging applicable to that stage of the Summit.
SUMMIT PRIZES: The Challenge offers the opportunity for early-stage life science entrepreneurs to be invited to Abu Dhabi to both pitch and compete for exposure and recognition for their ventures and ideas to the investment community. No monetary awards or prizes are offered. However, in the event any such awards become offered (“Prize Award”), the number and amount will be determined by Sponsor in its discretion and communicated to all Participants prior to the end of the Entry Period. A winner of any Prize Award must, as a condition of receiving such Prize Award: (i) be eligible to receive a Prize Award, and (ii) affirmatively agree to use such Prize Awards to better population/public health of people with relevant diseases in the Middle East. Any Prize Award(s) will be to the Participant Company, not any individual. Sponsor reserves the right not to award any Prize Award(s) in the event no Entries of sufficient merit are received.
Selection of Winners and granting of any offered Prize Awards are contingent upon verification of potential Winner and Entries, confirmation of eligibility, and compliance with the Rules and Release Documents. IMPORTANT NOTE: In the event Any Prize Award(s) become offered, the Winner(s) of any such Prize Award must be a Company and must contractually agree that the any Prize Award received will be used in strict compliance with Summit instructions and conditions and must be used in furtherance of publicly launching into the commercial marketplace the idea, concept or innovation embodied in, or that was the subject of the winning Entry. Periodic written progress reports will be required from any recipient of a Prize Award in a form and at time intervals determined by Sponsor in its discretion. Failure to provide such reports – or failure of such reports to document reasonable steps being taken to accomplish the goals contemplated herein – may result in disqualification and requirement to return any unused portion(s) of a Prize Award.
Prize Awards are not assignable or transferable in whole or in part. No prize substitutions allowed, in whole or in part. In no event will Sponsor be responsible for awarding more than the stated value/number of Prize Awards announced prior to the end of the Entry Period. Each Winner must be able to accept any offered Prize Award in its entirety or not at all, or else prize may be forfeited (in Sponsor’s absolute discretion). The designated representative or each potential Finalists/Winner will be notified by e-mail or telephone (in Administrator’s discretion) using the representative’s contact information provided in the Entry. Potential Finalists and/or Winners may be required to sign and return additional Release Documents as required by Sponsor for receipt within the time/date specified; failure to comply when requested may result in disqualification and award of Finalist position and/or Prize Award to an alternate Participant. Returned, undelivered, unclaimed, refused, unused, or otherwise un-awarded Prize Awards, or any part thereof will be forfeited and will not be (re)awarded. Sponsor shall have the right, where necessary, to undertake all action and/or require further information as is reasonable to protect itself, or any of the Challenge Entities against fraudulent or invalid claims, potential public scandal, ridicule, or disrepute in awarding any prize to a Participant.
TAXES: Winners are solely responsible for 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 participation in the Challenge or Summit, and/or acceptance and use of any Prize Award. Any applicable withholding tax obligations also will apply.
Without limiting any other right or term herein, a Participant may be disqualified from the Summit immediately if, in Sponsor’s (or its authorized representative’s) absolute discretion, it reasonably believes the Participant has, is suspected of, appears to, or has attempted to undermine or circumvent the legitimate operation of the Summit, the Rules or any element thereof, or if a Participant is suspected at any time of engaging in artifice, cheating, deception, fraud, using multiple or false identities, engaging in illegal, harmful, dangerous, unsportsmanlike activities or obnoxious behavior, or other unfair or subversive acts or practices, or has or attempts to annoy, abuse, threaten, harass, or intimidate or cause harm to any other Participant, any of the Promotion Entities, or any other person or cause damage, destruction or loss of property.
Participants acknowledge that Entries 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 their Entries are authorized for export from the United States under these laws, if applicable.
INTELLECTUAL PROPERTY RIGHTS: As between Sponsor, Challenge Entities and the Participant, the Participant has and retains all intellectual and proprietary rights in and to the Entry, subject to the usage rights granted and/or acknowledged under this section. As a condition of Entry, nothing in these Rules, the participation by Participants in the Summit, or Summit materials or related communications preclude Sponsor or any of its parents, subsidiaries or affiliated companies (collectively, “Sponsor Entities”) from using the ideas, concepts and know-how which are developed or learned in the course of Participant’s participation in the Summit or at any time, or be deemed to limit the rights of Sponsor or any Sponsor Entities to provide similar technology, services, products or any other offerings (“Sponsor Offerings”) to their respective customers, or to use in any way. Participants agree that the Sponsor Entities may use any feedback provided by any Participant at any time related to Sponsor and/or any Sponsor Offerings for any Sponsor Entities’ business purpose, without requiring consent including, without limitation, reproduction and preparation of derivative works, improvements, or modifications to Sponsor Offerings based upon such feedback, as well as distribution of such derivative works, improvements, and modifications. Subject to any Release Documents or other agreements between the Participant and the Sponsor. Participants understand that Sponsor may use any of the ideas, concepts, know-how, or techniques submitted as part of or in connection with the Entry for any purpose.
RELEASE AND INDEMNIFICATION: To the maximum extent permitted by applicable law, Participants (whether or not declared a Finalist or Winner) by entering agree to release, indemnify, defend and hold harmless (“Release”) Sponsor and all other Challenge Entities and Sponsor Entities, their parents, affiliates, subsidiaries and divisions, and their respective directors, officers, employees and agents (“Released Parties”) from and against any and all threatened or actual actions, liabilities, claims, demands, losses, settlements, fines, damages, costs and expenses (including reasonable attorney fees) whether or not litigation is commenced (“Disputes”) arising at any time from participation in the Challenge or Summit, the use of an Entry (in whole or in part), participation in any Challenge, Summit and/or prize-related activity or inability to participate in or parts thereof, the delivery, acceptance, use, misuse of a prize or any failure with respect thereto arising at any time, personal injuries, death, damage to, loss or destruction of property, rights of intellectual property, publicity or privacy, defamation or portrayal in a false light (whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory, any act, default, omission, non-compliance, and/or a violation or breach of any laws, rules, agreements, representations, warranties or covenants made herein, or any other Releases or other agreements by/with Participant, Sponsor, the Challenge Entities, and/or any other party or entity. Further, to the maximum extent permitted by law, and without limiting the foregoing, Participants agree to Release the Released Parties from and against any and all threatened or actual Disputes arising at any time directly or indirectly from any Dispute brought by any persons or entities (who may be other than a party to the Rules) arising from or related to an Entry, participation and/or involvement in any other respect with the Summit and any element thereof, and/or the delivery, acceptance, use, misuse of a Prize Award or any failure with respect thereto arising at any time. To the maximum extent permitted by law, Participants, Finalists and Winners covenant not to sue or disparage any Released Party or cause them to be sued regarding any matter released above; and further covenant not to disaffirm, limit or rescind the releases in these Rules to the fullest extent permitted by law. A waiver by the Sponsor or one or more of the Challenge Entities of any term in these Rules does not constitute a waiver of any other provision. Notwithstanding the foregoing, nothing in these Official Rules limits or excludes the liability of any party for fraud or for death or personal injury caused by the negligence of such party.
LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES – UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF THIS SUMMIT, PARTICIPATION IN THE SUMMIT OR PRIZE ACTIVITIES OR ELEMENTS THEREOF, INCLUDING BUT NOT LIMITED TO THE SUBMISSION OF AN ENTRY, PARTICIPANT’S OR ANY REPRESENTATIVE’S ACCESS TO AND USE OF THE WEBSITE OR THE UPLOADING OF MATERIALS TO THE WEBSITE, PARTICIPATION IN SUMMIT AND/OR PRIZE ACTIVITIES, AND/OR THE DELIVERY, ACCEPTANCE, USE/MISUSE OF A PRIZE OR FAILURE WITH RESPECT THERETO ARISING AT ANY TIME. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BY PARTICIPATING IN THE CHALLENGE AND/OR SUMMIT, 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 SUMMIT OR SUBMIT AN ENTRY.
NETWORKS AND CANCELLATION: The Sponsor and Challenge Entities are not responsible for typographical error; technical, network, website, computer, digital, platform, telephone, cable, electronic, or hardware or software malfunctions, failures, connections, problems; incompatibility; unavailable, garbled, corrupt, or jumbled transmissions; service provider, internet, website, blog site, user net accessibility, availability or congestion; unauthorized human intervention, security breach or unauthorized access; failure to collect an Entry in whole or in part, the incorrect or inaccurate capture, storing, or processing of entries or other information, nor for the failure to process, collect or communicate any such information; electronic errors, omissions, interruptions, deletions, defects, and/or delays; or loss, theft, corruption, alteration, or destruction of any Entry, or any other Challenge or Summit related materials or information, in whole or in part. If for any reason the Challenge Summit or any part thereof, is not capable of running as planned, including infection by computer virus, bugs, suspected tampering, unauthorized intervention, fraud, cheating, technical failures, a force majeure event, artifice, or any other causes similar or dissimilar which in the discretion of the Sponsor and/or Challenge Entities may subvert, corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Summit or any element thereof, Sponsor and Administrator reserve the right in their absolute discretion to cancel, terminate, modify or suspend the Challenge or Summit or any part thereof. In such circumstances, Sponsor and Administrator reserve the right to select potential Finalists/Winners from eligible, non-suspect Entries received (prior to the intervening event or otherwise), but only if doing so is deemed feasible and equitable in the circumstances. Any attempt by a Participant to deliberately damage any website or undermine the legitimate operation of the Summit 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/ARBITRATION: These Rules shall be governed by, subject to, and construed in accordance with the laws of New York, United States of America, without regard to conflict of law rules. As a condition of participating in the Challenge and/or Summit, Participants and their representatives agree, to the extent allowed by applicable law, that any and all issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, Participant’s rights and obligations, or the rights and obligations of the Sponsor in connection with the Challenge and Summit, and any other disputes that cannot be informally resolved between the parties arising out of or connected with this Summit or any element thereof shall be resolved individually, without resort to and waive their rights to claim any form of class action, exclusively before a neutral one person arbitration panel, such arbitration to occur in New York City or such other location as the parties may mutually agree.
WINNER LIST: Winners will be posted on the Website, anticipated to be available on or within 4 Weeks after the conclusion of the Summit.