TERMS AND CONDITIONS NEW VENTURES CHALLENGE 2017 POWERED BY FLYWHEEL OFFICIAL RULES VOID WHERE PROHIBITED OR RESTRICTED BY LAW. IN-PERSON PARTICIPATION REQUIRED OF FINALISTS. FINALISTS ARE RESPONSIBLE FOR TRAVEL COSTS AND EXPENSES TO PARTICIPATE. SPONSOR: The sponsor of the Challenge (the “Challenge”) is New Ventures 2017 LLC Inc., 450 Design Ave., Winston-Salem, NC 27101 ("Sponsor"). ADMINISTRATOR: The administrator of the Challenge is Flywheel Foundation, 450 Design Ave., Winston-Salem, NC 27101 (“Administrator”).
This Challenge is a business idea award competition focused on solving a problem the Sponsor cares deeply about. (Please do not provide any protected health information of any individual in connection with proposed solution to problem statement.) This Challenge offers incentives, information and other resources to help applicants submit, and potentially implement, a proposed solution to this problem statement. The Challenge is designed to lead to rapid entrepreneurial development of ideas with commercial merit that respond to the Sponsor’s problem statement.
WHEN TO ENTER
This Challenge runs from December 27th, 2016 through May 6th, 2017. The Challenge’s entry period during which to submit an application with your proposed solution to the Sponsor’s problem statement begins at 09:00 AM Eastern Daylight Time on Tuesday December 27, 2016 and ends at 11:59 PM Eastern Daylight Time on Friday, March 31st, 2017 ("Application Period"). Entry into the Challenge does not constitute entry into any other challenge or promotion, including, without limitation, other similar challenges or promotions offered by the Sponsor and/or Administrator. By participating in the Challenge, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Sponsor, Administrator, and/or the individual judges (as applicable) relating to this Challenge, which shall be final and binding in all respects.
This Challenge is open to persons who are at least 18 years old or the age of majority in their jurisdiction of residence and operating companies. Individual entrants may enter either alone or as part of a team. Teams must include no less than two (2) eligible individual entrants and each team member must be clearly identified on the team's entry materials. An individual who enters on behalf of a business entity represents and warrants he or she has requisite authority to act on behalf of such entity. All entrants in the Challenge must be seeking, or intending to seek, equity capital funding in addition to the awards to be awarded in this Challenge. Entrants forming companies that intend to license technologies from universities or research labs are encouraged to enter. This Challenge is administered out of the United States. Entrants who are not legal residents of the United States are responsible for obtaining any necessary travel documents, including, without limitation, passports and visas, and related immigration papers required to be able to legally attend any required in-person activities related to this Challenge in Winston-Salem, NC USA and to legally work on their submissions within the United States. The Sponsor cannot render legal advice to entrants or winner, who are solely responsible for obtaining any legal advice they deem necessary or proper in order to participate in this Challenge. The following entrants are not eligible to enter this Challenge: Investment vehicles that invest in the securities of other entities, residential real property and retail businesses, sports venues, gaming and gambling businesses, places of overnight accommodation or entertainment-related establishments. For this purpose, “retail business” means a business that is primarily engaged in making retail sales of goods or services to customers who personally visit such facilities to obtain goods or services. In addition, generally excluded are the following: buy-outs, roll-ups, real estate syndications, tax shelters and franchise-based outlets.
HOW TO ENTER
No Submissions or other information submitted in connection with Challenge-related activities may contain material that violates or infringes another’s rights, including but not limited to privacy, publicity or intellectual property rights, or that constitutes copyright infringement; reference any celebrity or other public figure or contain logos, trademarks or trade dress (such as distinctive packaging or phraseology) other than those owned by Sponsor, which entrant has a limited license to use to in connection with the Challenge; disparage or misrepresent Sponsor, its products and services, Administrator or any other person, brand or company or their products or services; contain material that is sexually explicit or suggestive, inappropriate, indecent, obscene, hateful, tortious, defamatory, slanderous or libelous, or promotes the consumption or use of alcohol, illegal drugs, tobacco, firearms, or weapons, or any activities that are or may be unsafe or dangerous; or contain material that is unlawful, in violation of or contrary to applicable federal, state or locallaws or regulations, or is otherwise objectionable, in Sponsor’s opinion.
Review of Submissions will occur in two rounds. Round 1. On or before April 14, 2017 Flywheel New Ventures 2017 LLC, will select up to ten (10) promising Submissions as finalists in the Challenge (“Finalists”) from the pool of eligible Submissions, taking into account assorted factors to evaluate the proposed solution, its market opportunity and business model (as stated in the judging criteria). Selection will be by majority vote of the members. In the event of a tie between two or more Submissions, the winning Submission that advances to become a Finalist shall be the Submission that scores highest in the viability of the idea for potential commercialization. Finalists may be notified by phone, email or mail, in the Administrator’s discretion. Finalist may be asked to verify eligibility as a condition to being selected as a Finalist. Round 2.The Finalists must attend a one-day Finalist briefing session on April 22, 2017 (“Finalist Briefing”) at the Administrator’s facilities located at Flywheel @ Center for Design Innovation, 450 Design Ave.,Winston-Salem, NC 27101 or such other location as determined by the Administrator in Winston-Salem, NC. The finalist briefing will cover instructions for Round 2 of the competition and preparation for Pitch Day. At least one (1) member of any Finalist team and all individual Finalist teams are required to attend. Videoconference attendance can be arranged for members of a Finalist team who are unable to attend in person. Following the Finalist Briefing session, Finalists will have approximately seven (7) days to develop their proposed solutions into a business model pitch to present in-person to the members of Flywheel New Ventures 2017 LLC on May 6, 2017 (“Pitch Day”). Pitch Day will be held at Administrator’s facilities located at Flywheel @ Center for Design Innovation, 450 Design Ave.,Winston-Salem, NC 27101 or such other location as determined by the Administrator in Winston-Salem, NC and will be preceded by two (2) days’ of pitch polish activities at the same location. Finalists are strongly encouraged to attend all of the pitch polish activities leading up to Pitch Day. All members of the Finalist (if a Finalist is a team) and all individual Finalists are required to attend Pitch Day. Failure or inability to comply with the requirements of these Official Rules may result in disqualification. Between the Finalist Briefing and Pitch Day, Finalists will have access to knowledge resources from the Sponsor and the Administrator. Finalists are responsible for all costs and expenses incurred in preparing and presenting their proposed solutions to the Sponsor’s problem statement, including, without limitation, travel expenses to Winston-Salem, NC. The judges will select one each First Place, Second Place, Third Place winner and up to five Runner Ups from among the Finalists on or after Pitch Day using the following evaluation criteria with respect to the Finalists’ proposed solution to the Sponsor’s problem statement:
• Creativity and innovation (10%) • Ability to distinguish the Finalist’s idea from others on the market (10%) • The overall strength and quality of the Finalist (10%) • Finalist’s knowledge of market (10%) • Clarity and market fit of the proposed solution (10%) • Viability of the idea (product/service/technology) for potential commercialization (15%) • Total viable market and estimated market share of target market (10%) • Commercialization plan and business model (10%) • Potential revenue, capitalization requirements, and financing plans (10%) • Overall assessment of the opportunity (5%)
Each of the evaluation criteria above will be weighted 10% unless otherwise indicated above. In the event of a tie between two or more Finalists, the winner will be the Finalist whose proposed solution scored highest in the viability of the idea for potential commercialization. Entrants and Finalists risk disqualification if they or someone on their behalf communicates with the Sponsor other than in making a Submission, participating in the Finalist Briefing and Pitch Day (including pitch perfection activities related leading up to Pitch Day), or providing further data or information as requested by the Sponsor or Administrator on behalf of the judges, in an attempt to influence the Challenge outcome.
NOTICE TO FINALISTS AND WINNER
Attempts to notify potential Finalists and ultimate winner will be made using the contact information provided in the Submission. Sponsor and Administrator are not responsible for communication problems of any kind. If, despite reasonable efforts to contact potential Finalists/winner, such party does not respond within 24 hours of the first notification attempt, or if the notification is returned as undeliverable, such party may forfeit the opportunity to be a Finalist/win prize, and an alternate may be selected from remaining eligible entrants/Finalists, as applicable. If any potential prize winner is found to be ineligible, or has not complied with these Official Rules or declines the prize forany reason prior to award, such potential prize winner will be disqualified and an alternate winner may be selected from remaining eligible entrants/Finalists, as applicable. Unclaimed prize may not be awarded.
Selected from the pool of applicants, up to eight teams will be accepted into the Flywheel New Ventures Accelerator and awarded the following cash prizes as the first tranche of an average $50,000 investment per team in return for a 7.5% equity stake and agreement to the Flywheel New Ventures 2017 LLC term sheet. Competition awards for winners are: $35,000 first prize $15,000 second prize $10,000 third prize $5,000 for up to five runner-ups. A portion of the proceeds will be used for occupancy and administrative fees. A copy of the standard term sheet agreement is available for download below.
GENERAL AWARD CONDITIONS
The awards will be announced at an award ceremony at the conclusion of the challenge. As a condition of winning and acceptance of awards, teams must agree to the Term Sheet and meet all of the requirements therein, enter the Flywheel Accelerator and attend in person June 5th 2017 through August 31st, 2017, and agree to the follow-up two month residency at Flywheel. Additional investments will be based on milestone achievement as teams progress through the accelerator.
The potential winners (including all of its members if a team) will be required to complete, execute, and sign before a notary (or similar person in entrant’s jurisdiction of residence) an Affidavit of Eligibility, License, & Liability and Publicity Release and IRS Form W-9 (Request for Taxpayer Identification) or similar foreign equivalent, and Investment Term Sheet (collectively "Award Claim Documents”). If potential winner fails or refuses to sign and timely return all Award Claim Documents within five (5) days of receipt, the potential winner may be disqualified and an alternate winner may be selected from among remaining eligible Finalists. THE WINNER IS RESPONSIBLE FOR REPORTING AND PAYING ANY INCOME TAXES OR OTHER TAXES THAT MAY APPLY TO ACCEPTING A PRIZE; SPONSOR AND ADMINISTRATOR ARE NOT RESPONSIBLE FOR AND WILL NOT PAY ANY SUCH TAXES.
ENTRANT REPRESENTATIONS, WARRANTIES AND COVENANTS
By submitting a Submission in the Challenge, each entrant represents, warrants, and covenants as follows: (a) contact and factual information that is submitted as part of the Submission is true and accurate; (b) the content of the Submission is the original work of the entrant (or entrants, if a team) and such entrant (or entrants, if a team) is/are the sole author, creator, and owner of the Submission; (b) entrant is eligible to participate in the Challenge in accordance to the eligibility criteria set forth in these Official Rules; (c) the Submission is not the subject of any actual or threatened litigation or claim, and entrant is not under a contractual, employment or other obligation to provide the content of the Submission to any other person or entity as part of an exclusive obligation, first right of refusal, or other similar restriction; (d) the Submission does not and will not violate or infringe upon the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party; (e) the Submission does not and will not contain any harmful computer code (sometimes referred to as "malware," "viruses" or "worms"); and (f) the Submission and entrant’s use of the Submission do not and will not violate any applicable laws or regulations, including, without limitation, applicable export control laws and regulations of the United States and other jurisdictions. If the Submission includes any third party works (such as third party content or open source code), entrant has permission or a license or release to use such works and must be able to provide, upon Sponsor and/or Administrator's request, all appropriate substantiation of the right to use such third party works.
In the event entrant cannot provide all required substantiation, Sponsor reserves the right, in Sponsor's sole discretion, to disqualify the applicable Submission, or seek to secure the licenses and releases for Sponsor's benefit and allow the applicable Submission to remain in the Challenge. The Sponsor and Administrator have no responsibility for any agreements between entrants and third parties.
SUBMISSION LICENSE: EACH ENTRANT RETAINS TITLE AND FULL OWNERSHIP IN AND TO THEIR SUBMISSION. EACH ENTRANT EXPRESSLY RESERVES ALL INTELLECTUAL PROPERTY RIGHTS NOT EXPRESSLY GRANTED UNDER THESE OFFICIAL RULES. By participating in the Challenge, each entrant hereby irrevocably grants to Sponsor, Administrator and their designees a limited, non-exclusive, royalty free, worldwide, copyright license and right to use the Submission and any product arising from the Submission to the extent necessary to administer the Challenge, and to publicly perform and publicly display the Submission and any product arising from the Submission, including, without limitation, for advertising and promotional purposes relating to the Challenge. For avoidance of doubt, Sponsor may have products or services that are similar or competitive to the ideas and concepts provides in the Submissions and nothing shall impair Sponsor’s rights to develop, make, use, procure, or market products or services now or in the future that may be competitive with those in the Submissions. Sponsor and the Administrator have no obligation to keep any of the Submissions confidential. Sponsor will not be restricted in any manner from using any content from a Submission that is within the public domain.
RIGHT OF FIRST NEGOTIATION
In consideration of the Award, the winner hereby grants Sponsor and its designees an exclusive Right of First Negotiation to acquire all rights in any Submission or product arising out of the Challenge (“RFN”). If Sponsor chooses to exercise this RFN, Sponsor will notify the winner in writing of Sponsor’s desire to negotiate with winner within thirty (30) days of awarding the prize to the winner, and the winner agrees it will exclusively negotiate terms in good faith with Sponsor for a period of at least sixty (60) days after winner’s receipt of Sponsor’s notice. If no agreement has been reached after the expiration of the sixty (60) days, then winner may negotiate with third parties without further obligation of exclusivity to Sponsor.
By participating in the Challenge, in addition to any other grants granted herein or which may be granted in any other agreement entered into between Sponsor and/or Administrator, on the one hand, and any entrant in the Challenge, on the other hand, each entrant hereby irrevocably grants to Sponsor, Administrator and their designees the right to use such entrant's name, likeness, image, and biographical information in any and all media for any purpose, including, without limitation, advertising and promotional purposes, without any further notice, compensation, review or approval. No entrant may use the name or logo of the Sponsor in any publicity related to a Submission or any product resulting from a Submission without the prior express written consent of Sponsor.
Information that we collect When you register with us, we collect some personal information from you, including your name, address, telephone number, and email address. We also collect additional information to be used in the Challenge.
We also collect information about your interaction with our website. For example, we collect certain standard information that your browser sends to every website you visit, such as your IP address, browser type, and language, access times and referring website addresses. We may also use website analytics tools on our site to retrieve information from your browser, including the site you came from, the search engines and keywords you used to find our site, the pages you view within our site, the links you click on, your browser add-ons, and your browser’s width and height.
Additionally, we may use technologies, such as cookies and web beacons, to collect information about the pages you view, the links you click and other actions you take on our sites and services. A cookie is a small text file that is placed on your hard disk by a Web page server. Cookies contain information that can later be read by a Web server in the domain that issued the cookie to you. Cookies cannot be used to run programs or deliver viruses to your computer. A web beacon is a single-pixel gif which assists in delivering cookies on our website and allows us to count users who have visited those pages. We may use web beacons from third parties in order to help us compile aggregated statistics regarding the effectiveness of our promotional campaigns or other operations of our website. Most browsers are initially set up to accept cookies, but you can reset your browser to refuse all cookies or to indicate when a cookie is being sent. However, some Flywheel features and services might not function properly if your cookies are disabled.
How we use your information We may use information that we collect about you to: • Verify participant’s eligibility to enter the Challenge • Match entrants with mentors and judges • Share information you have voluntarily provided about yourself with matched participants and Flywheel staff in order to operate the Challenge • Match entrant with the event, category or services best suited to your company’s needs; • Communicate with you by e-mail, postal mail, telephone and/or mobile devices about the Challenge; • Perform auditing, research and analysis about your use of our website so that we can make improvements; • Ensure the technical functioning of our network; • Develop new services; • Manage our business; and • Perform functions as otherwise described to you at the time of collection.
Information sharing Your personal information consists of the information you submitted regarding yourself, your company, and other information you submitted to us. We may share your personal information with entrants, judges, mentors, and Flywheel staff insofar as it is necessary to run the Challenge. However, participants and sponsors will only have access to personal information that you disclose as part of your participation in the Challenge.
We may share aggregated and non-personal information with third parties, including advisors, advertisers and investors, for the purpose of conducting general business analysis. For example, we may tell our advertisers the number of visitors to our website and the most popular features or services accessed. This information does not contain any personal information and may be used to develop website content and services that we hope you and other users will find of interest.
Access to your personal data We make good faith efforts to provide you with access to your personal information and either to correct this data if it is inaccurate or to delete such data at your request if it is not otherwise required to be retained by law or for legitimate business purposes.
Children’s privacy Our website is a general audience site, and we do not knowingly collect personal information from children under the age of 13.
DATES AND DEADLINES
Because of the unique nature and scope of the Challenge, the Sponsor and Administrator reserve the right, in addition to those other rights reserved herein, to modify any dates or deadlines set forth in these Official Rules or otherwise governing the Challenge. In the event that the Application Period is changed in any way, or Round 1 judging is delayed, notice will be posted at the Challenge Website. In the event that any dates relating to Challenge-related activities are changed after Round 1 judging is complete and Finalists are determined, the Sponsor or Administrator will notify Finalists directly using the contact information provided in their Submission of applicable changes in timing.
LIMITS ON LIABILITY
By participating in this Challenge, each entrant agrees to release, defend, indemnify and hold harmless Sponsor, Sponsor’s affiliates, Administrator, their respective employees,agents and representatives (including advertising agencies), the judges and all others associated with this Challenge (the “Released Parties”) from and against any and all claims arising from a breach of the entrant’s representations, warranties and covenants under these Official Rules and any and all injury, loss, or damage caused or claimed to be caused by an entrant’s participation in this Challenge or any Challenge-related activities, including travel/to from such activity, and/or the acceptance, awarding, receipt, use and/or misuse of prize and for any claims or causes of action based on publicity rights, defamation or invasion of privacy and prize delivery. The Released Parties assume no responsibility, and shall not be liable for, (a) any damage to an entrant's computer system which is occasioned by accessing the Challenge Website or participating in the Challenge, or for any computer system, phone line, hardware, software, or program malfunctions, or other errors, failures, delayed computer transmissions, or network connections, or for the incorrect or inaccurate capture of information, or the failure to capture any information; (b) incomplete, garbled, misdirected, late, lost, damaged, or stolen entries, prize notifications or prize claims; (c) interrupted, inaccessible, or unavailable networks, servers, satellites, Internet Service Providers, websites, or other connections; (d) miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone, cable transmissions or other communications; or (e) for any technical malfunctions, failures, difficulties, or other errors of any kind or nature. The Released Parties have not made any warranty, representation, or guarantee, express or implied, in fact or in law, with respect to prize, including, without limitation, regarding such prize's merchantability or fitness for a particular purpose. Selection of the winning Submission is not a representation of guarantee that such Submission will be funded or commercialized by anyone, or that such Submission is actually commercially viable. The Sponsor and Administrator each reserve the right in their sole discretion to disqualify any party who violates these Official Rules, is found to be tampering with the entry process or the operation of the Challenge or Challenge Website, or to be acting in an unsportsmanlike or disruptive manner, or with the intent to disrupt or undermine the legitimate operation or integrity of the Challenge, or to annoy, abuse, threaten, or harass any other person, and Sponsor and Administrator each reserve the right to seek damages and other remedies from any such person to the fullest extent permitted by law.
In the event an insufficient number of eligible or quality entries are received, or the Sponsor and/or Administrator is prevented from awarding the prize or continuing with the Challenge as contemplated herein by any event beyond its control, including, without limitation, fire, flood, natural or man-made epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis, order of any court or jurisdiction, or other cause not reasonably within the Sponsor's and/or Administrator’s control ("Force Majeure"), the Sponsor and/or Administrator shall have the right to modify, suspend, or terminate the Challenge by giving notice of the foregoing at the Challenge Website or directly to Finalists, depending when in the process the forgoing occurs. The invalidity or unenforceability of any provision of these Official Rules 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 Official Rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. In the event of a conflict between these Official Rules and any other Challenge-related materials or information, the terms of these Official Rules shall prevail. DISPUTES: Each entrant agrees that, by entering this Challenge (i) any and all disputes, claims, and causes of action arising out of or in connection with such Challenge, or prize awarded, shall be resolved individually without resort to any form of class action and exclusively by a federal or state court located in Forsyth County, North Carolina; (ii) any claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering such Challenge, but in no event attorney's fees; and (iii) under no circumstances will any entrant be permitted to obtain any award for, and each entrant hereby waives all rights to claim, punitive, incidental, or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for actual out-of-pocket expenses. GOVERNING LAW: ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION, AND ENFORCEABILITY OF THESE OFFICIAL RULES OR THE RIGHTS AND OBLIGATIONS OF ENTRANTS, THE SPONSOR AND/OR ADMINISTRATOR IN CONNECTION WITH THE CHALLENGE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAWS RULES OR PROVISIONS. WINNERS LIST: Winners may be posted on the Sponsor’s and/or Administrator’s web pages, or request winner’s identity by sending a self-addressed, stamped envelope by May 6, 2017, c/o Administrator’s name and address shown above.