Philips Healthcare Hackathon Terms & Conditions
The Philips Healthcare Hackathon (“Competition”) is organized by Philips Healthcare a division of Philips Electronics North America Corporation and shall include its affiliates, subsidiaries, successors and assigns, and each of their trustees, officers, employees and agents (“Philips”). By entering the Competition, you agree that your participation will be governed by, and you shall abide by, all of the following terms and conditions (the “Terms and Conditions”) outlined herein below:
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY PRIOR TO ENTRY. OPEN ONLY TO LEGAL RESIDENTS OF THE 50 UNITED STATES AND THE DISTRICT OF COLUMBIA AND UNITED STATES TERRITORIES, AGES 18 AND OLDER. VOID WHERE PROHIBITED BY LAW.
The goal of the Competition is to design and prototype an app that supports the collection and communication of health care data (clinical, consumer and environmental) to enable better-informed clinical decisions, more personalized care and improve/ benefit healthcare services in the US (“Submission”).
The Competition is open only to legal residents of the 50 United States and the District of Columbia and United States territories who are 18 years of age or older as of the date of entry and who are legal residents of one of the fifty (50) states of the United States or the District of Columbia or the U.S. Territories. You must be able to show a valid government-issued picture ID (driver’s license, passport) upon team registration on Friday March 6th, 2015. The following are not eligible to enter or win the Competition: employees, officers, directors and contractors of Philips and/or any member of their immediate family (i.e., a spouse, parent, grandparent, child or grandchild) or household of any of the foregoing individuals, and hackathon event partners.
In addition any individual participating in the Competition that is a health care provider or government employee agrees to take full responsibility for reporting via the Sunshine Act or other applicable legislation any prizes they may win or gifts they may receive as a result of entering the Competition.
In addition, each individual participating in the Competition represents that they are acting on their own and are not representing their employer or any other government entity during their participation in the Competition.
3. Entries by Teams:
Entries must be submitted by groups of individuals from 4 to 6 people (a “Team”). Each Team must designate a single member of the Team who will serve as the Team’s sole representative for communications and all other purposes in connection with the Competition (the “Team Leader”). Each Team member shall be considered an (“Applicant”) hereunder. All agreements, consents, representations and warranties made or given by a Team Leader herein or otherwise in connection with the Competition will be binding upon all members of the pertinent Team as if made by each such member. A team form will be provided to collect Team name, lead/co-lead, and Team members. Philips will collect these forms by Friday, March 6, 2015 by 9:30pm PST at the Competition.
4. Entry Period:
The entry period for the Competition begins at 6pm. Pacific Standard Time (PST) on Friday, March 6th and ends at 7:30 p.m. PST on Sunday, March 8th (the “Entry Period”).
5. How to Enter:
Registration and Participation is FREE.
6. Competition Guidelines:
At the Competition, each Team that submits a Submission must retain a copy of the Submission. Philips is not responsible for, and each Applicant specifically releases Philips from any claims or liability relating to, any loss or damage to the Team Submission.
All Submissions must comply with the following content restrictions:
The Submission must not contain material that violates or infringes another’s rights, including but not limited to privacy, publicity, copyright, trademark, patent, or intellectual property- or property- related rights; The Submission must not contain footage, images or artwork not created by entrant unless it is taken from the Digital asset library for this event; The Submission must not contain material that is inappropriate, indecent, obscene hateful, defamatory, slanderous or libelous; The Submission must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age. The Submission must not contain material that is unlawful, in violation of or contrary to the laws or regulations in any jurisdiction where Submission is created.
By entering, each Applicant represents and warrants that (a) the Applicant’s Submission and all components thereof, including all ideas, creative elements and any other materials and information contained in the Submission are wholly original with the Applicant, (b) no person or entity has collaborated with Applicant in creating the Submission, provided any material or information for inclusion in the Submission, or has any ownership rights in and to the Submission or any component thereof (note: an Applicant that is a Team warrants and represents that no person who is not a Team member collaborated with the Applicant, provided any material or information, or has any ownership rights in and to the Submission), (c) Applicant has the exclusive, unconditional right and authority to submit the Submission and to grant the rights set forth herein, and (d) the Applicant’s Submission complies with these Terms and Conditions in full. Submissions must not contain any material that Philips, in their sole discretion, deem inappropriate for public viewing and/or determine is contrary to its mission or reputation. Philips reserves the right in its individual discretion to disqualify and/or not accept any Submission that Philips determines does not or is likely not to comply with these guidelines, to make such changes to any Submission as are necessary to make it compliant, or to require the Applicant to do so.
The judging of the Competition will proceed as follows:
A panel of judges comprised of Philips and industry leaders and consultants will review all Submissions to identify those that are complete and otherwise appear preliminarily to satisfy the entry requirements set forth herein. Submissions that appear preliminarily to be complete and to satisfy the entry requirements will be judged based on the Judging Criteria outlined day-of. These entrants will be called qualified (“Qualified Entrant”). A jury of judges comprised both of Philips’ designees and industry leaders selected by Philips will score all submissions that qualified based on the Judging Criteria.
8. Winner Notification and Verification for the Competition:
Philips will notify the potential Winners on the final day of the competition. In order to qualify as a Winner, each Applicant (Team) must be available in attendance at the competition and present to the Panelists at the competition. (For the Team, all members of the Team must be available).
(a) General Terms and Conditions: All income taxes and any other applicable taxes on each prize are the sole responsibility of the recipient. An IRS form 1099 will be issued, if required by law. Prizes consist only of items expressly specified herein. Any costs or expenses associated with the acceptance or use of any prize (including, without limitation, additional transportation, meals, gratuities and incidentals) are the responsibility of the recipient. No substitution, cash redemption or transfer of right to receive any prize will be allowed, except at sole discretion of Philips. Philips reserves the right to substitute an alternate prize.
(b) The winning projects will be rewarded and prizes are to be determined.
(c) Prize Distribution: The total monetary prize amount is to be determined, awarded in the form of checks or another payment method selected by Philips, to be used towards further development by the winner of the winning Submission. The Team Leader shall receive and be solely responsible for the Prize on behalf of the Team unless all members of the participating team agree to distribution of funds to each individual member separately. Philips will have no responsibility for allocation of funds received as part of the Prize among Team members.
(d) For 1st prize: The winning team will win the South By Southwest® Interactive (SXSW® Interactive) package which includes: South By Southwest® Interactive badges, airfare and hotel accommodations. The winning team can take up to 6 people. At least one (1) person must participate and represent the team for SXSW® Interactive; otherwise the team will forfeit the SXSW® Interactive portion of the prize. The team will be able to demonstrate their application in the Philips booth at SXSW® Interactive and for Philips executives in another room at SXSW® Interactive. $5000.00 will be awarded and split amongst the team pursuant to section 9(c) of this agreement.
(e) For 2nd prize: The winning team will be able to demonstrate their application for Philips executives in a mutually agreed place. $5000.00 will be awarded and split amongst the team pursuant to section 9(c) of this agreement.
10. Grant of Rights:
By entering, each Applicant grants to Philips and their designees the irrevocable, royalty-free right to publish, disseminate and use the Team, the name, likeness and biographical information each member of said Team) without further notice or consideration, in perpetuity, throughout the world, in all media and formats now known or hereafter invented, in connection with the execution and promotion of the Competition and the promotion of Philips and its activities.
In addition, by entering, each Applicant grants to Philips and their designees a nonexclusive, irrevocable, royalty-free license to reproduce, exploit, adapt, use and display worldwide, in perpetuity, throughout the world, in all media and formats now known or hereafter invented, information about the Submission and the Project, including without limitation posting information about the Submission and/or the Project on the Site (or such other Sponsor designated on-line environment), in connection with the execution and promotion of the Competition and the promotion of Philips and their activities, without further notice or compensation.
Each team is responsible for determining the disposition of any intellectual property developed during the course of the Hackathon. The Hackathon sponsor shall not be responsible for mediating disputes that arise relating to intellectual property ownership. If a dispute arises concerning intellectual property ownership, Philips may its sole discretion disqualify any Submission.
By entering, each Applicant grants to Philips and their designees the exclusive and irrevocable right and option (the “Right of First Offer”) to invest in, develop, take to market, license and/or otherwise exploit the Submissions, including any intellectual property therein, subject to the terms of this paragraph. As used herein, the Right of First Offer means that if Applicant determines to offer the Submissions or underlying intellectual property for exploitation of any kind, Applicant shall notify Philips of such desire in writing and immediately thereafter negotiate with Philips with respect to any exploitation in the Submissions or underlying intellectual property. Notice shall only be satisfied under this paragraph if acknowledged or confirmed by a Philips representative. If Philips fails to respond to the initial acknowledged notification from Applicant within five (5) business days or if, after the expiration of sixty (60) business days following Philips receipt of such notice, no agreement has been reached, then Applicant shall be free to negotiate with any third party with respect to the exploitation of the Submissions or any interest therein. This Right of Offer shall expire within one (1) year of the date of the Competition and thereafter, Applicant will have the right to negotiate with any third party with respect to the exploitation of the Submissions or any interest therein. Philips Right of First Offer shall inure to the benefit of Philips, its successors and assigns, and shall bind Applicant and his or her heirs, successors and assigns.
By entering, each Applicant grants to Philips and their designees an exclusive and irrevocable first right and option (“Right of First Negotiation”) to negotiate an exclusive or non-exclusive, worldwide commercial license, with the right to sublicense to end users, under Applicant’s rights in any and all intellectual property related to the Submission, including but not limited to derivative works or inventions conceived after the Competition is completed. Philips may exercise its right to negotiate a license to any intellectual property right of Applicant by notifying the Applicant in writing within ninety (90) days of the Competition. If Philips exercises its Right of First Negotiation Option, Applicant and Philips shall negotiate the terms of any license(s) in good faith, on commercially favorable terms, within sixty (60) days from the date such option is exercised (“Negotiation Period”). Philips Right of First Negotiation shall inure to the benefit of Philips, its successors and assigns, and shall bind Applicant and his or her heirs, successors and assigns.
Applicant agrees that it will not, during any Option or Negotiation Periods under this agreement, disclose any Submissions, intellectual property rights therein, or any other confidential information to any third party or enter into or negotiate with any third party any agreement or contract relating to such Submissions or underlying intellectual property.
These Terms and Conditions shall be governed by and interpreted under the laws of the State of New York without regard to conflicts of laws provisions. Applicant hereby agrees that any and all disputes claims, causes of action or controversies arising out of or in connection with the Competition or these Terms and Conditions shall be resolved individually, and without resort to class action, exclusively by a state or federal court located in New York, New York. By entering, each Applicant irrevocably waives any right to seek and/or obtain rescission and/or equitable and/or injunctive relief.
12. Representations & Warranties:
Applicant represents and warrants that he/she: (a) has the right to make a Submission as contemplated hereunder without the need of any consent of any third party; (b) Will abide by these Terms and Conditions and all applicable laws and regulations; (c) If Applicant is a Team Leader, that Applicant has the full right and authority to make the Submission and to agree to accept and abide by these Terms and Conditions on behalf of the Team, and that each Team member will abide by these Terms and Conditions; and (d) Applicant is under no obligation or disability, created by law or otherwise, which would in any manner or to any extent prevent or restrict making a Submission or becoming a Winner.
By submitting an entry, each Applicant (including members of the Applicant’s Team) agrees to indemnify, hold harmless and defend Philips from and against the full amount of all claims, liabilities, actions, suits, proceedings, assessments, judgments, decrees, losses, fees, damages, settlement funds, and associated costs and expenses including attorney’s fees arising from or in connection with the Applicant’s participation, any use by Philips of the Applicant’s Submission and/or the exercise by Philips rights granted to it herein, including without limitation claims based on rights of privacy, rights of publicity, false light, defamation, copyright, patent and/or trademark infringement relating to the Applicant’s Submission. Notwithstanding anything herein to the contrary, in the event of any claim by a third party affecting or relating to the Submission, Philips shall have, in addition to any other rights available to it, at law or in equity, the right to immediately revoke any prize. Sponsor Parties include Philips.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL PHILIPS BE LIABLE TO APPLICANT OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF REVENUES, LOST PROFITS, LOST CAPITAL OR OVERHEAD, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT SPONSOR PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PHILIPS AGGREGATE LIABILITY UNDER, OR RELATING TO, THE COMPETITION EXCEED A TOTAL AMOUNT OF $5.00.
15. Release of Claims:
By submitting an entry, each Team (including its Applicants) releases Philips from and against the full amount of all claims, liabilities, actions, suits, proceedings, assessments, judgments, decrees, losses, fees, damages, settlement funds, and associated costs and expenses including attorney’s fees arising from or in connection with the Applicant’s participation in this competition, any use by Philips of the Applicant’s Submission and/or the exercise by Philips of any rights granted to it herein, including without limitation claims based on rights of privacy, rights of publicity, false light, defamation, copyright, patent and/or trademark infringement relating to the Applicant’s Submission and claims for injury, loss or damage of any kind resulting from the Applicant’s participation in this competition or acceptance or use of any prize.
16. Limitation on Exploitation of Materials:
Each Team acknowledges that each of the Philips may have engaged and continue to engage in the development, production, acquisition and dissemination of materials that may be similar or identical to the Applicant’s Project or Submission. Philips may use information about the Applicant’s Submission in whole or in part, without any payment or other obligation whatsoever to the Applicant, if the Applicant’s Submission (a) is not unique, novel, original, and concrete so as to be entitled to protection under applicable laws, (b) has been made public by anyone at the time of its submission to Philips or otherwise is in the public domain, (c) would be freely usable by a third person if it had not been accepted as a Submission, or (d) is similar or identical to, or contains significant elements encompassed in, an idea, concept or material that has been independently created by either Philips or any third party. Acceptance by Philips of a Submission is not an admission by Philips of the novelty or originality of the Submission.
By submitting an entry for the Competition you, the Applicant, agree that Philips privacy terms found at http://www.usa.philips.com/privacynotice/index.page.
18. General Terms:
All federal, state and local laws and regulations apply. Philips reserve the right at their sole discretion to disqualify any individual who violates these Terms and Conditions, tampers with the entry process and/or acts in any way that would, in any way, discredit or harm the reputation of Philips, and/or to cancel, modify or suspend this competition should entrant fraud or misconduct or other causes beyond the control of Philips corrupt the administration, integrity, security or proper operation of the competition. Without limitation of the foregoing, Philips reserve the right to terminate, modify or suspend this competition due to any of the following reasons: act of God; unavoidable accident; epidemic; fire; blackout; act of public enemy; war, riot or civil commotion; enactment, rule, order or act of government or governmental instrumentality or tribunal; strike, lockout or other labor dispute; inclement weather; failure of technical facilities; failure of essential production, or technical personnel to appear or be available; or other cause beyond its control. Philips are not responsible for lost, late, illegible, incomplete, damaged, mutilated, misdirected, mis-delivered, or delayed entries, or for technical or human errors or failures of any kind in connection with the submission, transmission, processing or judging of entries, including without limitation any malfunctions or failures of computer hardware, computer software, networks or telephone equipment or any technical problems or traffic congestion on the Internet or at any website or any combination thereof. Caution: Any attempt by an entrant to deliberately damage any Web site or undermine the legitimate operation of the competition is a violation of criminal and civil laws and should such an attempt be made, Philips reserve the right to seek damages from any such entrant to the fullest extent of the law. Philips is not responsible for any typographical or other error in the printing of the offer, administration of the competition, or in the announcement of the prize.
These Terms and Conditions set forth the entire agreement and understanding between Philips and you, the Team and/or the Applicant concerning the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind between them. Notwithstanding anything contained herein to the contrary, Philips reserve the right, in their sole discretion, at any future time to terminate, modify or suspend the competition for any reason, in Philips sole discretion. All notices shall be in writing and shall be delivered to Applicant in accordance with instructions contained herein. Applicant shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Philips’ failure to enforce any of these Terms and Conditions shall not constitute a waiver of any provision contained herein. The titles of Sections of these Terms and Conditions are for convenience only and shall not be given any legal effect. The word “including” is used in these Terms and Conditions to mean “including but not limited to.”