The Faurecia Biosensing Safety Challenge Terms & Conditions

The Faurecia Biosensing Safety Challenge (the “Competition”) is organized by Faurecia USA Holdings, Inc. (“Faurecia”), and hosted by MaRS Discovery District (“MaRS”). Participation in the Competition is subject to the following terms and conditions (the “Competition Terms”). Faurecia is solely responsible for the Competition including but not limited to the Competition Terms, structure, judging, provision and fulfilment of prizing directly with the finalists and winner and compliance of the Competition with Applicable Laws, and each applicant fully and irrevocably releases the MaRS Entities (defined below) of all liability in these regards.  Any questions regarding the Competition shall be addressed to Faurecia at FaureciaVC@Faurecia.com. The submission of an application to participate in the Competition (an “Application”) constitutes acceptance by the Applicant(s) of the terms, conditions and provisions set out below.

1.     Eligibility

To be eligible to enter the Competition, the Applicant hereby certifies that:

1) their proposed technology, invention or process is a lawful, original and novel innovation;

2) the technology, invention or process is their own work and they have the sole right to submit the innovation to the Competition;

3) they are a legal resident of the United States of America or Canada (excluding the residents of Quebec) and are above the legal age of majority in their legal place of residence OR they are a company which was incorporated in the United States of America or Canada, and the person who agrees to these terms on their behalf has the legal authority to do so;

4) they accept and will adhere to these Competition Terms;

5) they are not currently employed by Faurecia or a Faurecia subcontractor or supplier or MaRS (or a MaRS related entity) (MaRS and its related entities, collectively, the “MaRS Entities”) or any immediate families (i.e. their spouses, siblings, children, spouses’ parents and the spouses of those individuals) or household members (related or not) of Faurecia, a Faurecia subcontractor or supplier, or any MaRS Entity, and anyone otherwise connected with the Competition; and

6) if chosen as the winner of the Competition, they have the legal right to grant all required licenses to Faurecia with respect to the innovation.

2.     Application Process

An Applicant may enter the Competition by filling out the registration form at http://marschallenges.com/biosensing (the “Competition Website”), and providing the submission material as described in sections 3 and 4 below and any additional materials (collectively, the “Submission”). You must provide the required information accurately, and accept the terms and conditions displayed as part of the registration process.

Applications for the Competition begins on January 23rd , 2020 at 12:01 p.m. Eastern Standard Time (EST) and must be submitted by 11:59 p.m. Eastern Standard Time (EST) on February 28^th, 2020, or such later date as specified in writing by Faurecia (the “Application Deadline”).

Applications will only be processed through the Competition Website accessible through http://marschallenges.com/biosensing.  Faurecia reserves the right to void or not accept any application due to ineligibility or for any other reason in its sole discretion.

By entering the Competition, you consent to the collection of the Application by MaRS on behalf of Faurecia and agree that MaRS will have full access to the Application and the right to share any or all of the Application with Faurecia’s affiliates or advisors.

Applicants may be contacted by the telephone number or the email address associated with the user profile which submitted the Application on the Competition Website, or through the email address(es) provided in the Application, at the option of Faurecia and MaRS. Up to three (3) attempts will be made to contact the Applicants.

Faurecia and the MaRS Entities accept no liability for incorrect or incomplete contact information provided by an Applicant. If an Applicant cannot be contacted in the manner described above or fails to respond in a timely manner, their Application will receive no further consideration by Faurecia.

There is a limit of one Application per person and per company for the Competition.  Subsequent entries will be disqualified.  All Applications must be received through the Competition Website by the Application Deadline.  Applications are void if they are in whole or in part illegible, incomplete, counterfeit, obtained through fraud, or late.

Applicants will be notified of acceptance of their Application to the Competition upon successful submission of their application to the Competition Website prior to the Application Deadline.

Faurecia and MaRS assume no responsibility for any problems or technical malfunction of any telephone network, telephone lines, computer online systems, servers, access providers, computer equipment, software, or the failure of any application to be received by MaRS on account of technical problems or traffic congestion on the internet or at any website, or any combination thereof.

All costs incurred by the Applicant in preparing an Application and participating in the Competition will be assumed entirely by the Applicant.

3. Your Application

The Application you develop in connection with the Competition must meet all of the following criteria:

• It must not contain, depict or refer to any crude, vulgar, obscene, sexually explicit, disparaging, discriminatory, offensive, illegal or otherwise unsuitable language, activity or other content (all as determined by Faurecia in its sole discretion).
• It must not contain, depict or refer to any content which disparages or refers negatively to Faurecia, MaRS, the Competition, or any other person or entity (all as determined by Faurecia in its sole discretion).
• It must not conflict with any of Faurecia’s core values, or otherwise be objectionable to Faurecia (as determined by Faurecia in its sole discretion).
• It must not contain any content that violates any law or any third party’s rights (including privacy, personality and intellectual property rights).
• It must meet all other guidelines and criteria listed on the Competition Website.

Faurecia may disqualify any Application if Faurecia determines (in its sole discretion) that the Application does not comply with the above requirements or otherwise with these rules.

4. Additional Representations and Warranties

By submitting an Application to the Competition, you represent and warrant that:

• you are the original creator of the Application;
• you are the sole owner of the copyright and all other rights in the Application;
• Faurecia and MaRS will not infringe or violate any third party rights (including without limitation intellectual property, privacy, personality and any other rights) not violate any applicable laws when Faurecia and/or MaRS copies, displays, edits, modifies, transmits or otherwise uses that Application in connection with the Competition or the publication of the Competition or any future Faurecia or MaRS event; and,
• you and the Application meets all of the eligibility requirements set out in these Competition Terms, and otherwise comply with the Competition Terms.

5.     Release and Waiver

By submitting an Application to the Competition, each applicant releases, and agrees at all times to indemnify and hold harmless, Faurecia, its affiliates and subsidiaries, MaRS Entities, all committee members or Selection Committee members (as defined in these Competition Terms) appointed by them, and in each case their respective directors, officers, owners, employees, agents, representatives, successors and assigns, from: (i) any and all liability in connection with the Competition or resulting from participation in the Competition or the acceptance, possession or use of any prizing, including, without limitation, claims on the basis of infringement of intellectual property rights, personal injury, death, and property damage, and claims based on publicity rights, defamation,  invasion of privacy, or non-compliance with any Competition Terms; and (ii) any breach of a warranty, representation, obligation or agreement made by the Applicant in these Competition Terms.

By submitting an Application, the applicant grants Faurecia and MaRS the right to use his/her name, address, likeness, photograph, information about their Application, and statements in advertising and for other promotional or publicity purposes without further compensation.

Applications accepted to participate in the Competition will be referred to as “Participants” for the Competition. Applications will not be returned after submission.

6.     The Competition Selection & Participation Process

The Competition will be judged by a committee, selected by Faurecia, in its sole and absolute discretion, which will consist of entrepreneurs, executives, investors, or others deemed fit by Faurecia (the “Selection Committee”). All decisions made by the Selection Committee are final, except that Faurecia maintains the right to disqualify any Application that has been deemed to have violated these Competition Terms, or the spirit of the Competition. Faurecia maintains the right, at its sole discretion, to disqualify any Application that raises a conflict of interest or perceived conflict of interest or that would jeopardize the integrity of Faurecia or the Competition.

The Selection Committee will select up to three (3) Participants to be deemed finalists (“Competition Finalists”) in their sole discretion on or before March 15^th, 2020, based on the criteria described on the Competition Website. These top three finalists will be eligible to participate in prizing and support as described below. The judging criteria are attached hereto as Exhibit A.

7.     Prizes and Support

Participants who have been selected as a Finalist will be notified by the e-mail address associated with the user profile which submitted the Application on the Competition Website, or through the email address(es) provided in the Application. In order for a Participant to be declared a Competition Finalist and be eligible for a prize, he or she must have complied with, and remain in compliance with, these rules, and must sign and deliver to MaRS (within 5 days after MaRS’ request) a standard Faurecia declaration and release form, which will include: a declaration of the entrant’s compliance with these rules, an acceptance of the prize as awarded, a publicity release, a liability release, and any other documentation that Faurecia or MaRS may require.

Faurecia may request valid proof of identity, residency, age and other relevant documentation, and Faurecia may disqualify an entrant if Faurecia determines (in its sole discretion) that the provided proof is not sufficient. If the prize notification is returned as undeliverable or if a selected entrant does not comply with all of the above requirements within the above time frames, or does not otherwise comply with these rules, Faurecia may disqualify the Finalist, and the Selection Committee will select a replacement Finalist.

The three Competition Finalists will then be invited to participate in a pitch event (the “Competition Event”) at MaRS Health Innovation Week, which will take place in Toronto, Ontario, Canada on one date between March 30^th, 2020 through to April 3^rd, 2020.  Faurecia will reimburse one (1) person from each of the Finalist teams for travel expenses to attend the Health Innovation Week, up to a maximum of $750 USD.  The three Finalists will then participate in a pitch-style presentation at Health Innovation Week, with the sole winner of the Competition (the “Competition Winner”) being chosen by representatives from the Selection Committee and announced on or before April 3^rd, 2020.

The Competition Winner will receive a cash prize of $25,000 USD.  The Participant who has been selected as the Competition Winner will be officially notified by e-mail through the e-mail address associated with the user profile which submitted the Application on the Competition Website, or through the email address(es) provided in the Application, by Faurecia. In order for a Participant to be declared a Competition Winner and be eligible for a prize, he or she must have complied with, and remain in compliance with, these rules, and must sign and deliver to Faurecia (within 10 days after Faurecia’s request) a standard declaration and release form, which will include: a declaration of the entrant’s compliance with these rules, an acceptance of the prize as awarded, a publicity release, a liability release, and any other documentation that Faurecia may require.

Faurecia may request valid proof of identity, residency, age and other information or relevant documentation, and Faurecia may disqualify a Competition Winner if Faurecia determines (in its sole discretion) that the provided proof is not sufficient or has not been provided by the timeline specified by Faurecia. If the prize notification is returned as undeliverable or if a selected Participant does not comply with all of the above requirements within the above time frames, or does not otherwise comply with these rules, Faurecia may disqualify the Participant, and the Selection Committee will select a replacement Competition Winner.

In addition to the cash prize, Faurecia may provide the successful Participant (i.e. Competition Winner) with access to Faurecia facilities and on-going mentorship and support.  Any such assistance provided by Faurecia will be provided to Participants at Faurecia’s sole discretion and on an “as is” basis, without any additional or further representation or warranty of any kind.

Faurecia and the Selection Committee and MaRS Entities shall incur no liability whatsoever with respect to any Applicants’ participation in the Competition or the awarding or non-awarding of the prizing.

8.     Not an Offer or Contract of Employment

Under no circumstances shall the submission of an Application, the awarding of the prize, or anything else in these Competition Terms be construed as an offer or contract of employment.  The Applicant acknowledges that they have submitted their Application voluntarily and not in confidence or in trust.  No fiduciary, agency or other relationship now exists between the Applicant and Faurecia or the MaRS Entities in connection with the Applicant’s submission of an Application or participation in the Competition.

9.     Disclosure and Ownership of Intellectual Property

Applicants will retain the intellectual property rights in their Applications.  However, as the Competition will take place in a public forum, submission of an Application and participation in the Competition should be considered a public disclosure. Applicants should not assume any right of confidentiality in any data or information discussed, divulged, or presented in their Application or during the selection process. Faurecia or any other persons involved in the Competition will not be asked to sign any non-disclosure or confidentiality agreements. Notwithstanding the foregoing, any information or mentorship provided by Faurecia to an Applicant during or preceding the Competition shall be considered confidential information and shall not be divulged by the Applicant without Faurecia’s prior consent.

Applicants and Participants acknowledge that it is their responsibility to take steps prior to submitting an Application to preserve their intellectual property rights in any subject matter contained therein.

The Applicant represents and warrants that Faurecia, or a Faurecia subcontractor or supplier, and MaRS, will not infringe or violate any third party’s intellectual property, privacy, personality or other rights when Faurecia or MaRS copies, displays, edits, modifies, transmits or otherwise uses that Application in connection with the Competition or the publication the Competition or any future Faurecia or MaRS event.

10.   Publishing and Promotion

Faurecia and MaRS reserves the right to publish information about the Applicants and their work, in publications or online, and to release information to the media, which may include radio, television, print media, and the Internet.  Any photographs or film footage or other media captured during the Competition Event will be the property of Faurecia and may be used by Faurecia, in their sole and absolute discretion, in any manner as it sees fit.

11.   Miscellaneous

Faurecia reserves the right to suspend, delay or cancel the Competition or to modify these terms and conditions for any reason or as required by applicable law.

Personal Information Consent

You consent to Faurecia and MaRS using and disclosing your personal information (or if you are a corporation, you consent on behalf of all individuals whose personal information is included in the Submission) for the purposes of administering the Competition; advertising the Competition and any future Competition and any of Faurecia and MaRS’ products and services; and for the other purposes described in these rules.

Law

These Competition Terms will be governed by and construed in accordance with the laws of the State of Michigan. If any provision of these Competition Terms is held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect.

Disputes

To the extent permitted by law, the right to litigate, seek injunctive relief or make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with the Competition are hereby excluded, and all Applicants expressly waive any and all such rights.

Exhibit A

Judging Criteria

The evaluation of the Applications will be reviewed, assessed and scored by the Selection Committee according to the below criteria. Each criterion will be rated on a scale of 1 – 5 where 1 is equal to “none”, and 5 is equal to “excellent”.