ASCENSIA DIABETES CHALLENGE – A GLOBAL INNOVATION COMPETITION

Terms and Conditions

BY MAKING A SUBMISSION IN THIS CHALLENGE, YOU AGREE TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS BELOW AND YOU WARRANT THAT YOU ARE ELIGIBLE TO PARTICIPATE IN THE CHALLENGE.  THESE TERMS AND CONDITIONS CONSTITUTE A CONTRACT, SO READ THEM CAREFULLY BEFORE MAKING A SUBMISSION.  IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, THEN DO NOT ENTER A SUBMISSION IN THE CHALLENGE. WE RECOMMEND THAT YOU PRINT A COPY OF THESE TERMS AND CONDITIONS FOR YOUR FUTURE REFERENCE.

  1. LEGAL TERMS:  The party accepting these Terms and Conditions and entering a Submission (as defined herein) in the Ascensia Diabetes Challenge (“Challenge”) is referred to as a “Participant” or “you.”  By making a Submission, you are agreeing to be bound by these legal terms (the “Terms and Conditions”). 
  2. SPONSOR/ADMINISTRATOR: The Challenge is administered by yet2.com, Inc. of 199 Wells Ave, Ste 102, Newton, Massachusetts 02459, U.S.A. (“Administrator”), on behalf of Ascensia Diabetes Care Holdings AG of Peter Merian-Strasse 90, P.O. Box 4052 Basel, Switzerland (“Sponsor”). Sponsor has partnered with Administrator to manage the submission process and initial screening of all Submissions (defined herein) for eligibility and compliance with the Submission Requirements (as defined herein) and these Terms and Conditions.

  3. CHALLENGE DATES:
    Challenge Period: October 1, 2017 through June 26, 2018 
    Open Submission Period: October 1, 2017 at 12:00:00 am Central European Time (CET) through January 31, 2018 at 11:59:59 pm CET
    Phase 1 Judging Period: February 1, 2018 through February 28, 2018
    Finalists Notified: Shortly after Phase 1 Judging Period
    Finalist Event: A two-day workshop to occur in April 2018, exact date and location to be determined
    Phase 2 Judging Period: After the Finalist Event and prior to the announcement of the winner/runners-up
    Announcement of Winner/Runners-up: To occur during the American Diabetes Association 78th Scientific Sessions 2018 (ADA 2018) in Orlando, Florida on June 22-26, 2018, exact date and location to be determined

    Sponsor reserves the right to modify, remove or add data to the Website (defined herein) upon notice to Participants via email using the email address associated with their Submission and/or by such other reasonable means as Sponsor may determine. Sponsor reserves the right in its sole discretion to extend or modify the dates of the Challenge and/or Open Submission Period, and to change the terms of these Terms and Conditions governing any portion thereof taking place after the effective date of any such change upon notice to Participants via email using the email address associated with their Submission and/or by such other reasonable means as Sponsor may determine.  Participants are urged to consult the Website regularly during the Challenge.

  4. GENERAL INFORMATION:  Participation in the Challenge is subject to federal, state and local laws and regulations. No purchase necessary. The Challenge is void where prohibited or restricted by law.  Multiple Submissions are permitted as long as you agree to these Terms and Conditions with each Submission.  Each Submission will be reviewed independently.  As a condition of participating, each Participant agrees to provide documentation or other proof of his/her/its eligibility as requested and within the timeframe requested in Sponsor’s sole discretion. Sponsor reserves the right to restrict any person or entity who fails to comply with these Terms and Conditions from participation in the Challenge.

  5. ELIGIBILITY:  The Challenge is open and offered only to (a) validly-formed legal entities that have not declared or been declared in bankruptcy, and which are not affiliated with Sponsor or Administrator (“Business Entity Participant”), and (b) individual legal residents who are eighteen (18) years or older and the age of majority in his or her jurisdiction of residence at the time of Submission and who have not been convicted of a felony or crime of moral turpitude (“Individual Participant”).  Any natural person completing any portion of the Submission process described in these Terms and Conditions on behalf of an entity must be authorized to legally bind that organization and entry into the Challenge must not violate any guidelines or regulations of the entity that prohibit entry in the Challenge or acceptance of a cash prize award.  Sponsor disclaims any and all liability or responsibility for disputes arising between you and your employer related to this Challenge.  Employees, officers, directors, agents and representatives of Sponsor, Administrator, and each of their respective parent companies, affiliates, subsidiaries, suppliers, internally contracted vendors and any other party participating in the development, design, administration, or fulfilment of the Challenge, and each such individual’s immediate family members or members of the same household are not eligible to participate in the Challenge or receive any prizes.  

  6. HOW TO ENTER. To enter the Challenge, visit www.AscensiaDiabetesChallenge.com (“Website”) during the Open Submission Period, accurately and truthfully complete all areas of the online Submitter Information Form (“Submission Form”), accept these Terms and Conditions, and follow the instructions for making a Submission as described on the Website and below.  As used herein, “Submission” means the Submission Form, including all solutions, information, documents or other materials submitted in connection with the Challenge, the collection of which must represent a digital solution for the self-management of type 2 diabetes, as described further on the Website.  Each Submission must be in English and received during the Open Submission Period. Participants may enter a Submission as either an Individual Participant or as a Business Entity Participant, as designated through your contact details you provide in the Submission Form.

    Each Submission must include your contact information, company name (where applicable), a description of the problem your solution is trying to solve, and the capabilities and functionality of the proposed solution according to the instructions in the Submission Form.  Your Submission also should state, if applicable, whether you have already filed a patent application or received a patent on any part of what is described in your Submission.  Once you submit a Submission, you are prohibited from making any changes or alterations to it unless directed by Sponsor or Administrator and Submissions may not be cancelled, removed, or revoked.  Sponsor is in no way obligated to review, use, or continue to use any Submission. Participants are responsible for any costs or expenses associated with preparing and submitting a Submission. All Submissions suspected of violating intellectual property rights, or any local or country law(s) will be ineligible.  Participants assume all risk of damaged, lost, late, incomplete, invalid, incorrect or misdirected Submissions.

  7. CHALLENGE PARTICIPATION

    Individuals:
      Individual Participants must enter the Challenge in their individual capacities.

    Business Entities:  Business Entity Participants must enter the Challenge on behalf of their legal business organizations. A Submission submitted by a Business Entity Participant must designate one individual member as the “Business Entity Contact Person” for contact and Challenge administrative purposes. The Business Entity Contact Person will be responsible for submitting the Submission on behalf of the Business Entity Participant.  Any individual who is employed by a Business Entity Participant may not submit any Submission in his or her individual capacity (i.e., as an Individual Participant); rather all Submissions must be made through the Business Entity Participant, in coordination with the Business Entity Contact Person.

    IMPORTANT NOTE TO BUSINESS ENTITY PARTICIPANTS:  By making a Submission, you represent and warrant to Sponsor that your Business Entity Contact Person (a) is an authorized representative of the Business Entity Participant, and is making the Submission on behalf of such business entity, and (b) has obtained all necessary approvals from the business entity to enter the Challenge pursuant to these Terms and Conditions, including all necessary employee and corporate permissions.  If you have any questions about such authority and permissions and ability to comply with these Terms and Conditions, you should work directly with counsel for the Business Entity Participant before making any Submission.

    Below is a general description of the Challenge process and Judging Criteria:

    Open Submission Period

    The Challenge will be split into three regional categories: Europe, Asia Pacific and the Americas.  The Challenge will be promoted first in Europe, with the Open Submission Period commencing on October 1, 2017, with a later invitation to regions Asia Pacific and the Americas to commence submissions on November 6, 2017.  The Open Submission Period for all regions will end on January 31, 2018. 

    Upon entering a Submission via the Website, you will receive an email confirming receipt of your Submission and you will be provided with a unique submission identification number.  your Submission will be shared directly with Administrator for initial review and screening to determine whether your Submission meets the eligibility criteria and Submission Requirements as described in these Terms and Conditions.  Administrator will pass only those Submissions which comply with these Terms and Conditions onto Sponsor for further review by Sponsor and the Judging Panel (as defined herein).  This process is designed to avoid sharing any confidential information or unprotected intellectual property included in a Submission with Sponsor or the Judging Panel.  In the event that Administrator, in its sole discretion, determines that a Submission does not or may not meet the eligibility criteria or the Submission Requirements for the Challenge, Administrator may (a) disqualify the Submission, or (b) request that the Participant submit a revised Submission, for further consideration by Administrator.  

    Phase 1 Judging Period

    From the Submissions cleared by Administrator for further review and consideration, up to six finalists will be chosen by Sponsor with the help of a judging panel of experts from diabetes, digital health and patient advocacy across the world (“Judging Panel”).  Brief bios for each of the judges on the Judging Panel can be found on the Website.  The first round of judging will take place during the month of February 2018 and the criteria that will be used to determine the finalists (“Judging Criteria”) include the following:

    (a)    User Experience: degree to which the solution engages people with diabetes, measurably improves the patient experience and demonstrates ease of use;

    (b)   Innovation: degree of novelty or uniqueness vs existing solutions;

    (c)    Efficacy: degree to which the solution improves patient outcomes;
    Outcomes could be clinical (HbA1c, trends in glucose values, weight changes) or non-clinical (successful engagement with a program, behavior changes, medication tracking, diet, exercise);

    (d)   Sustainability: degree to which the solution supports long-term improvement in patient outcomes; and

    (e)    Scalability: degree to which the solution could reach millions of patients.

    Finalist Event

    Once the finalists have been determined, each finalist will be notified by Administrator or Sponsor and invited to further discuss their solution as part of a two-day workshop (“Finalist Event”) anticipated to take place sometime in April 2018.  The exact date and location is yet to be determined, but will be provided to the finalists with their invitation to the Finalist Event. Sponsor will reimburse finalists for reasonable travel expenses associated with travel to the Finalist Event. 

    Phase 2 Judging Period and Announcement of Winner

    After having further reviewed at the Finalist Event the solutions proposed in the finalist Submissions, Sponsor and the Judging Panel will go through a second round of judging using the same Judging Criteria to determine a winner and up to two runners-up.  The Submission which best meets the Judging Criteria will be selected as the Challenge winner.  Sponsor will announce the winner and runner(s)-up during the ADA 2018, sometime between June 22 and June 26, 2018, the exact date and location to be determined and included in a notification to finalists.  Sponsor will also announce the winner and runner(s)-up via the Website.

  8. AWARDS:  The winner, runner(s)-up, and finalists will each be awarded a cash prize (“Prize”) of varying value from Sponsor’s 200,000 Euro total cash prize fund to put towards further development of their solution proposed in the Submission, the amount of each Prize to be determined based upon how well the solution meets the Judging Criteria and the work needed to develop the solution.  The winner will also have the opportunity to work with Sponsor on the development of their solution, using the expertise and resources from the company to help towards bringing their solution to market.  Such collaboration is subject to a mutually agreed upon business relationship with mutually agreeable terms, which may include, but shall not be limited to, terms regulating the transfer or licensing of intellectual property rights, an asset purchase agreement, a joint development agreement, a supply agreement directed to development and/or commercialization of the winning solution, or similar arrangement.   

    As a condition for receipt of the Prize, the winner, runner(s)-up, and finalists may be required to execute additional documentation, which may include but is not limited to a declaration of eligibility and release and/or a confidential disclosure agreement. 

    All Prizes are subject to verification of eligibility and compliance with these Terms and Conditions. Sponsor reserves the right to examine Submissions for compliance with the Terms and Conditions. Prize winners may, subject to applicable laws and regulations, be screened to ensure they are not included on any Government Watch List.

    All decisions of the Sponsor and Judging Panel will be final and binding on all matters relating to this Challenge. After verification of eligibility and receipt of the requisite documents, Prizes will be distributed in the form of a check or wire transfer. No substitution or transfer of the Prize is permitted. The Prize will be awarded per winning/runner-up/finalist Submission, not per Participant or number of persons involved in the Submission.

    Whether or not your Submission is determined as a winner/runner-up/finalist depends on how your Submission compares to the other Submissions submitted in the Challenge when evaluated based on the Judging Criteria.  All Prizes are a one-time offer and there is no offer of licensure, royalty, or other financial compensation implied beyond the cash award.

  9. TAX CONSIDERATIONS: Each recipient of a Prize will be solely responsible for any local, provincial, country or any other applicable taxes, and any other costs, expenses and fees in connection with the Prize. 

  10. CONFIDENTIALITY:  As a Participant, you acknowledge that Sponsor may already be independently developing technology similar to that which is described in your Submission.  As such, Sponsor does not wish to receive or hold any submitted materials “in confidence.” Accordingly,  it is agreed that, with respect to your Submission, no confidential relationship or obligation of secrecy is established between Sponsor/Administrator and you, the company or entity you represented when making a Submission, or the owner of any part of your Submission.  Administrator will be screening all Submissions prior to review by Sponsor and should Administrator believe, in its sole discretion, that you have violated these Terms and Conditions by including confidential information in your Submission, Administrator will not pass your Submission for review to Sponsor and you may either be (a) disqualified from the Challenge, or (b) asked to revise your Submission to remove the confidential information.   

  11. INTELLECTUAL PROPERTY RIGHTS:  You agree that you are relying solely on your own intellectual property rights to protect the contents of your Submission, you are not relying on Sponsor, Administrator, or their respective parents, subsidiaries and affiliates, in any way for legal advice, including (but not limited to) whether the contents of your Submission can be protected under intellectual property law.  By simply entering a Submission and participating in this Challenge, you are not granting Sponsor or Administrator any rights to any patents or pending patent applications related to the technology and/or innovations described in your Submission and neither Sponsor nor Administrator make any claim to ownership of your Submission or any such intellectual property.  By making a Submission, you do, however, grant Sponsor and Administrator certain limited rights as set forth in these Terms and Conditions. You grant to Sponsor, its parent companies, affiliates, and subsidiaries, and Administrator the right to review your Submission and to have the Judging Panel (as defined herein) review your Submission. You also grant Sponsor, its parent companies, affiliates, and subsidiaries, and Administrator the right to post a reasonable amount of information describing your Submission, including your name or organization (where applicable) if you are a Challenge finalist, runner-up or winner. 

    Except where prohibited by law, by making a Submission, you consent to the use by Sponsor and Administrator and their respective affiliates, subsidiaries, advertising and promotions agencies, as applicable, and each of their respective agents, representatives, officers, directors, shareholders, and employees (collectively, “Sponsor Entities”), of your name, location (city and state/province/territory/country), trademark (where applicable), photograph, biographical data, and/or other likeness for advertising, trade and promotional purposes in connection with the Challenge, without further compensation, in any media or format now known or hereafter discovered, worldwide, and on the Internet and world wide web, without notice, consideration, review or approval and you release the Sponsor Entities from any and all liability related to such authorized uses. You agree that this consent is perpetual and cannot be revoked.  For uses beyond the consent that you grant above, you agree that Sponsor’s use of your personal data collected in connection with the Challenge will be governed by the Privacy Statement.  You agree that nothing in these Terms and Conditions grants you a right or license to use the Sponsor’s name or any Sponsor trademarks or service marks.

  12. BUSINESS RELATIONSHIP:  Mere participation in this Challenge does not create an obligation on either your part or Sponsor’s part to negotiate or enter into any business relationship or to sign any agreement. You agree that Sponsor will have the right, but not the obligation, in its sole discretion to contact any Participant regarding a possible transaction or other business relationship with Sponsor to pursue a commercial arrangement surrounding the solution disclosed in a Submission.  Making a Submission means that you are willing to enter into a mutually agreed upon agreement with Sponsor to protect confidential information that may be shared subsequent to the Challenge if you are chosen as a finalist/runner-up/winner in the Challenge.

  13. PRIVACY:  By entering this Challenge, you acknowledge and agree that Sponsor will have access to and use of any personal data provided in connection with your Submission for purposes as described in the Terms and Conditions and as governed by the Privacy Statement.  You further agree that Sponsor may share this personal data in connection with your Submission with designated third parties for purposes as described in these Terms and Conditions and the Privacy Statement. 

  14. WARRANTIES: By entering a Submission, you represent and warrant that all information you enter on the Submission Form is true and complete to the best of your knowledge, that you have the right and authority to make a Submission on your own behalf or on behalf of the business entity that you specify in the Submission Form, and that your Submission conforms with the following requirements (“Submission Requirements”):

    (a)    is your own original work, or is used by permission with full and proper credit given within your Submission; modification of an existing work does not qualify as different or original;

    (b)   does not contain confidential information or trade secrets (yours or a third party’s) and you are submitting information with the express intention that it imposes no confidentiality obligations on Sponsor, Administrator, or their respective officers, directors, employees, parents, subsidiaries and affiliates;

    (c)    does not breach any confidentiality obligations owed to others;

    (d)   does not violate or infringe upon the patent rights, industrial design rights, copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity (living or deceased);

    (e)    does not contain malicious code, such as viruses, timebombs, cancelbots, worms, Trojan horses or other potentially harmful programs or other material or information;

    (f)     does not, will not, and will not encourage others to violate any applicable law, statute, ordinance, rule or regulation;

    (g)    does not trigger any reporting or royalty obligation to any third party;

    (h)   is in English;

    (i)     does not include information or content that is false, fraudulent, deceptive, or misleading;

    (j)     does not include trademarks, logos, packaging or copyrighted material not owned by you or used without permission;

    (k)    does not create or imply any improper association between Sponsor and any individual, entity, or anyone else or his, her, or its products or services;

    (l)     does not suggest, depict, or describe any inappropriate or unlawful behaviour or use of Sponsor’s or any other products or services;

    (m)  does not disparage any person or party, including Sponsor, Administrator, or anyone affiliated with the Challenge and administration of this Challenge;

    (n)   does not contain text that is inappropriate, indecent, obscene, hateful, tortious, defamatory, threatening, disparaging, unlawfully harassing, slanderous or libellous, as determined by Administrator or Sponsor;

    (o)   does not contain personally identifiable information about you or any other person other than the information required as part of the Submission Form;

    (p)   you are not underage or otherwise legally incompetent; and

    (q)   you agree that your participation in the Challenge and agreement to these Terms and Conditions and Sponsor’s and Administrator’s use of your Submission will not violate any agreement to which you or your organization (where applicable) are a signatory or party. 

    A breach of any warranty set out in these Terms and Conditions will result in the corresponding Submission being invalid.  In addition, you agree to indemnify Sponsor against all loss, damages and costs incurred by the Sponsor arising from your breach of the warranty. 

  15. VERIFICATION/AUDIT: Participant understands and agrees that Sponsor or Administrator may (but is not required to) verify, audit or otherwise confirm Participant’s identity, registration information, eligibility or other information relating to any Participant or Submission that may aid Sponsor in selecting Challenge finalists/runner(s)-up/winner.  Participant hereby consents to such verification efforts and shall reasonably cooperate fully and in good faith with Sponsor and Administrator throughout the duration of the Challenge.  Sponsor or Administrator, in their sole discretion, may suspend, remove or otherwise disqualify any Participant suspected of providing false, misleading or other information that may fail to comply with these Terms and Conditions, any applicable Website acceptable use policy or any other Challenge rules or regulations.  Persons who tamper with or abuse any aspect of the Challenge or Website, as solely determined by Sponsor, will be disqualified.

    CAUTION: ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CHALLENGE IS A VIOLATION OF APPLICABLE CRIMINAL AND CIVIL LAW. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT OF THE LAW (AND TO DISQUALIFY SUCH PERSON FROM THE CHALLENGE, IF APPLICABLE). Any Participant suspected, by Sponsor or Administrator, of attempting to circumvent these Terms and Conditions, including but not limited to using false email and/or addresses, multiple identities or other fraudulent or deceptive Submission methods, may be disqualified. In the event of a dispute as to the source of a Submission, the authorized account holder of the email address used to enter will be deemed to be the person making the Submission.  The authorized “account holder” is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address. 

  16. LIMITATIONS OF LIABILITY: By participating in THIS CHALLENGE, you agree to release, indemnify and hold harmless Sponsor Entities from and against any injuries, claims, actions, liability (including attorneys’ fees), and losses or damages of any kind, including direct, indirect, incidental, consequential or punitive damages, resulting from or arising out of your participation in, association with or submission in the Challenge (including any claims alleging that your Submission infringes, misappropriates or violates any third party’s intellectual property rights). Without limiting the foregoing, everything on the website is provided “as is” without warranty of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Sponsor Entities are not responsible for any miscommunications such as technical failures related to computer, telephone, cable, and unavailable network or server connections, related technical failures, or other failures related to hardware, software or virus, or incomplete, late or misdirected Submission. Any compromise to the fair and proper conduct of this Challenge may result in the disqualification of a Submission, termination of the Challenge, or other remedial action, at the sole discretion of the Sponsor. Some jurisdictions may not allow for the limitation or exclusion of liability for incidental or consequential damages or exclusion of implied warranties, in which such case such limitation or exclusion shall apply only to the extent permitted by law in the relevant jurisdiction. 

  17. NO OBLIGATION:  You acknowledge that multiple Participants may enter Submissions that contain designs, concepts or technologies similar to your Submission and that Sponsor and/or its subsidiaries and business partners may already be investigating or developing technical solutions or business activities that are related or similar to those that you disclose in your Submission. You acknowledge and agree that Sponsor’s actions with respect to another Submission or one of its own solutions or business activities, even if similar to your Submission, shall not create in Sponsor any liability to you or others. Further, neither Sponsor nor its affiliates shall be restricted in any way from pursuing, developing, or commercializing, in any way that they see fit, independent of you and at their sole discretion, any technology that is created independent of your Submission. For the avoidance of doubt, you acknowledge that Sponsor is not obligated to take any action whatsoever with regard to your Submission.

  18. SEVERABILITY: The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms and Conditions shall otherwise remain in effect and be construed in accordance with their terms as if the invalid or illegal provision was not contained herein.

  19. WAIVER:  By entering the Challenge, you waive all rights to seek injunctive or equitable relief, or to claim punitive, incidental or consequential damages, or attorneys’ fees.

  20. APPLICABLE LAW:  You agree that these Terms and Conditions and the relationship between you and Sponsor shall be exclusively construed, interpreted and controlled by the laws of Switzerland.  All claims arising out of or related to the obligations created by these Terms and Conditions, whether sounding in contract, tort or otherwise, shall be governed and decided by the courts of Basel Stadt, Switzerland. You acknowledge and agree that all aspects and content of your Submission shall be treated as if made in Switzerland and Swiss laws shall supersede the relevant laws of any country in which the Submission may have been conceived and/or made.  For Participants living outside of Switzerland, you specifically acknowledge that you accept the practices and policies outlined in these Terms and Conditions and in the Privacy Statement and consent to having your data transferred to and processed in Europe and in other countries as needed and as described in the Privacy Statement.