The New York City
American Heart Association
Open Innovation Challenge

Health sciences

Terms and Conditions

SPONSOR: By submitting an entry to the “New York City American Heart Association Open Innovation Challenge,” (“Sponsor”) you are agreeing to be bound by the following legal terms (the “Rules”). MedStartr, Inc. (“Administrator”) is the official timekeeper for the Program.

Challenge DATES: Jan 12, 2015 - April 22, 2015

Phase I Crowdsourcing
Challenge Begins January 12, 2015
Entry Deadline February 20, 2015
Phase I Finalists Announced March 2, 2015
Phase II Crowdfunding Challenge
Begins March 16, 2015
Challenge Ends April 15, 2015
Phase II Finalists Announced April 17, 2015

Health Science Innovation · Investment Forum: April 22nd, 2015

GENERAL INFORMATION: Participation is subject to all federal, state and local laws and regulations. Void where prohibited or restricted by law. You are responsible for checking applicable laws and regulations in your jurisdiction before participating in the Program to make sure that your participation is legal. Entry into the Program does not constitute entry into any other Program or promotion, including, without limitation, other similar programs or promotions offered by American Heart Association and/or Administrator. You are responsible for abiding by your employer's policies regarding participation in the Program. American Heart Association and Administrator disclaim any and all liability or responsibility for disputes arising between you and your employer related to this Program.

ELIGIBILITY: The Program is open only to (a) validly formed legal entities which have not declared or been declared in bankruptcy, and (b) and all individuals (whether participating alone or as part of a team) who are 18 years old or older as of their time of entry and who have not been convicted of a felony or crime of moral turpitude. c) Employees of American Heart Association and Administrator and their respective affiliates and subsidiaries are not eligible to enter.

HOW TO ENTER: To enter, go to the Program Website the “Program Website”), complete all areas of the Official Entry Form and submit your entry (“Entry”). Each Phase I Entry must be in English and received between January 12th, 2015 to February 20th, 2015 (the “Entry Period”). Each Entry must “Create a solution that helps people prevent and/or manage cardiovascular disease and stroke.” and must be directed to at least one of the Entry Topics (defined below). Each Entry also must include your contact information, company name and description of the problem it is trying to solve, and the capabilities and functionality of the proposed solution according to the instructions posted on the Program Website All fields marked with an asterisk (*) in the Entry Form are required and should be completed to the best of your ability. Each Entry also should state, if applicable, whether you have already filed a patent application or received a patent on any part of your Entry. (“Entry Requirements)” With each Entry you also are encouraged to answer a series of questions in the Official Entry Form and submit diagrams or images in each section.

You may enter individually or as a member of a legally recognized and registered business entity in the United States of America. Multiple individuals or entities may collaborate as a team (Team). There will be a place on the Official Entry Form to list all Team members. A single individual must serve as an official representative for each Team (“Team Leader”). Multiple Entries from an individual and entity are allowed provided each Entry Project is separate and distinct. Each individual or Team is referred to as an “Entrant” in these Rules.

Once you submit an Entry, you are prohibited from making any changes or alterations to it. No substitutions or new versions of an Entry will be accepted under any circumstances once an Entry is submitted for consideration.

INTELLECTUAL PROPERTY RIGHTS: Neither American Heart Association nor Administrator make any claim to ownership of your Entry or any intellectual property that it may contain. You are not granting American Heart Association or Administrator any rights to any patents or pending patent applications related to the technology and/or innovations described in your Entry. By submitting an Entry, you grant American Heart Association and Administrator certain limited rights as set forth in these terms.

You grant to American Heart Association and Administrator the right to review your Entry and to have the Judges (as defined below) review your Entry. You also grant American Heart Association and Administrator the right to post a reasonable amount of information describing your Entry and any videos, diagrams or images that you may submit or prepare in connection with the Program, on the Program Website and you agree that visitors to the Program Website have the right to access that information in accordance with the Terms of Use of the Program Website.

By submitting an Entry, you consent to the use by American Heart Association, its affiliates, subsidiaries, parents, and licensees, of your name, likeness, and images in connection with the Program and American Heart Association current and future Open Innovation Challenge initiatives, in any media or format now known or hereafter invented, in any and all locations worldwide, without any payment to or further approval from you. You agree that this consent is perpetual and cannot be revoked. For uses beyond the consent that you grant above, you agree that American Heart Association use of your personal data will be governed by the Privacy Policy posted on the American Heart Association website.

You agree that nothing in these Rules grants you a right or license to use the American Heart Association name or any American Heart Association trademark or service mark. You grant to American Heart Association and Administrator the right to include your company name (if your Entry is from a company) as an Entrant, and to refer to your Entry on the Program website and in materials related to the American Heart Association and Administrator’s promotion of the Program. Other than these uses, you are not granting American Heart Association and Administrator any rights to your trademarks.

Likewise, nothing in this Program Challenge requires you to negotiate or do business with American Heart Association. You are free to discuss your Entry and the ideas or technologies that it contains with other parties and you are free to contract with any third parties as long as you do not sign any agreement or undertake any obligations that conflict with any agreement that you have entered into or do enter into with American Heart Association regarding your Entry. For the purpose of clarity, you acknowledge that the intent of the Program is to use information technology to help prevent cardiovascular disease and stroke. Your participation in the Program does not create an obligation on American Heart Association part to enter into any further business relationship or to sign any commercial agreement.

CONFIDENTIAL INFORMATION: American Heart Association does not wish to receive or hold any submitted materials “in confidence” and accordingly it is agreed that, with respect to your Entry, no confidential relationship or obligation of secrecy is established between American Heart Association and you, the company you represent when submitting an Entry, or the owner of any part of your Entry.

WARRANTIES: By participating in the Program and submitting an Entry, you represent and warrant that all information you enter on the Program Website is true and complete to the best of your knowledge, that you have the right and authority to submit an Entry on your own behalf or on behalf of the entity that you specify within the Entry, and that your Entry:

      (a) is your own original work, or is used by permission with full and proper credit given within your Entry;
      (b) does not contain confidential information or trade secrets (yours or anyone else’s);
      (c) 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;
      (d) does not contain malicious code, such as viruses, timebombs, cancelbots, worms, Trojan horses or other potentially harmful programs or other material or information;
      (e) does not and will not violate any applicable law, statute, ordinance, rule or regulation; and
      (f) does not trigger any reporting or royalty obligation to any third party.

PROGRAM WINNER SELECTION AND JUDGING CRITERIA

PHASE I
Phase I Judging Criteria

Each Entry will be reviewed based on the following criteria. Judges will award between one and five points for each criteria and these scores will be averaged. If a Judge does not feel qualified to provide a score in a particular criteria, they may elect not to enter a score. However, a Judge must enter scores for at least three of the criteria for it to be considered a complete review:

      1.Clinical Benefit Potential – The potential for a project to have a large and significant impact on the prevention of cardiovascular disease and stroke.
      2. Feasibility – The likelihood that the entry will provide benefit for patients and care givers already living with a heart condition or with a high risk.
      3. Innovativeness – The distinguishing features, concept, or technology that differentiates the entry compared to others that already exist and are in general use.
      4. Crowdfundability – The reviewers’ beliefs that the project will do well in crowdfunding, exhibits level of mass-market appeal, including patients and providers. This often relates to the design of a solution.
      5. Scalability – Some great ideas are destined to failure because they are too complex or too expensive. The reviewer should consider the likelihood that a project as explained or perhaps with some tweaks, could possible become a worldwide solution with a reasonable time frame.
All scoring is final, not subject to review and at the sole discretion of the Judges.

Phase I Winner Selection: In Phase I, Entries will be evaluated by a panel of at least two internal Judges (“Judges”) as defined by American Heart Association. Each Entry will be reviewed by a minimum of two Judges assigned by the American Heart Association, that have been identified as having an appropriate skill set to review the content of the particular Entry. Depending on the interest raised by an Entry, some Entries may be reviewed by more than two Judges. At the end of Phase I, up to ten finalists (“Finalists”) will be selected to move to “Phase II.”

All decisions for the selection of Judges to the panel and the Judges selected for reviewing a particular Entry are final and at the sole discretion American Heart Association and the Administrator.

All Finalists must be willing to enter Phase II and actively participate in “Crowdfunding Preparation Period.”

PHASE II

Phase II Crowdfunding Challenge Preparation: During the Crowdfunding Preparation Period, Finalists will be required to create additional text and video content further explaining and optimizing the compelling nature of their Entry, which will be used in the Crowdfunding Challenge. Finalists should be prepared for teleconferences, virtual meetings, tasks and work assignments in order to properly prepare their Entry for Crowdfunding.

Phase II Crowdfunding Challenge: A Crowdfunding Challenge will be held, for a period of not less than 30 days (“the Crowdfunding Period”), to see which Entry is the most successful in obtaining support from visitors to the Adminstrator’s site. All Finalists must participate in the Phase II Crowdfunding Challenge in order to be eligible to receive funding. All Entries will be made public for Crowdfunding on the same day, March 16th, 2015 and at the same time. Finalists not prepared to launch at this time will be disqualified. Online Crowdfunding will continue until midnight, Eastern Standard Time on April 15th, 2015. At the end of the Crowdfunding Period, winners will be determined based upon the Crowdfunding Scoring Criteria listed below.

Scoring Criteria
Total Donations, Adoptions, Partnerships and Funding Raised on Project and posted on MedStartr Campaign 40%
MedStartr Social and Online Engagement Metrics 20%
Judge Final Reviews 40%

The Crowdfunding challenge will take place on Administrator’s website, where all the general terms and conditions of MedStartr.com will apply. Each Phase II finalist will keep ALL funds received, less 8% for processing fees, up to 4% for non-profit donation enablement, and 3% to 4% for credit card processing fees.

Phase II Crowdfunding Scoring Criteria and Winner Selection: After the Phase II Crowdfunding Challenge ends, “Winners” will have an opportunity to receive funding totaling $25,000.

Finalists will be scored and Winners selected based on the scoring criteria and rules stated above. Ties will be decided by which Entry has the most backers supporting it. If this does not break the tie, the highest combined total of tweets, Facebook posts and shares (collectively “social shares”) will be considered, and only if necessary, the highest number of user comments.

All decisions are final and binding. By participating in the Program, you agree to be bound by all decisions of the Judges, American Heart Association and Administrator.

LIMITATION OF LIABILITY: By participating in the Program, you agree to release, indemnify and hold harmless American Heart Association 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/Administrator Entities”) from and against any injuries, losses, damages, claims, actions and any liability of any kind resulting from or arising out of your participation in or association with the Program. Sponsor/Administrator are not responsible for any miscommunication 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 entries. Any compromise to the fair and proper conduct of this Program may result in the disqualification of an Entry, termination of the Program, or other remedial action, at the sole discretion of American Heart Association.

GRANTS:

The Phase I “Finalists” (as defined hereinabove) will receive the following:

Phase I: Entry into Phase II for the Challenge

Phase II: The top three Phase I Finalists who receive the most Crowdfunding funds during the Phase II Crowdfunding Challenge will be invited to the American Heart Association's Health Sciences Innovation · Investment Forum on April 22nd, 2015. Each finalist will present their project to a group and a selected panel of judges by the American Heart Association will award the following to the winners:

      1st Place: $15,000 American Heart Association Grant
      2nd Place: $7,500 American Heart Association Grant
      3rd Place: $2,500 American Heart Association Grant

Winners may receive opportunities to further promote their Entry Project in the sites and social media channels of American Heart Association and Administrator.

NOTICE TO WINNERS: Potential winners for entry into Phase II will be notified via email at the e-mail address provided on the Official Entry Form on or about February, 27th, 2014. If the notification is returned as undeliverable, or if a potential winner is determined to be ineligible or has not complied with these Rules, then that potential winner will be disqualified, the grant and all other aspects of the prize will be forfeited in their entirety, and another potential winner will be notified according to the procedure herein.

All Crowdfunding Challenge winners will be announced after all winners have been confirmed.

WINNERS ARE RESPONSIBLE FOR REPORTING AND PAYING ANY INCOME TAXES OR OTHER TAXES THAT MAY APPLY TO ACCEPTING THE ABOVE NOTED GRANTS. American Heart Association AND ADMINISTRATOR ARE NOT RESPONSIBLE FOR AND WILL NOT PAY ANY SUCH TAXES.

NO OBLIGATION: You acknowledge that multiple participants may submit Entries that contain concepts, ideas, innovations or technologies similar to your Entry and that American Heart Association, its subsidiaries and business partners may already be investigating or developing solutions or business activities that are related or similar to those that you disclose in your Entry. You acknowledge and agree that American Heart Association action with respect to another Entry, even if similar to your Entry, shall not create in American Heart Association any liability to you or others. Further, American Heart Association is not and shall not be restricted in any way from pursuing, developing, or commercializing, in any way that American Heart Association sees fit, independent of you and at American Heart Association sole discretion, any technology that is created independent of your Entry. For the avoidance of doubt, you acknowledge that American Heart Association is not obligated to take any action whatsoever with regard to your Entry.

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

LAW: You agree that these terms and the relationship between you and American Heart Association shall be governed by the laws of the United States and the State of New York.