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VentureClash Terms and Conditions

Your participation in the VentureClash global venture capital challenge (the “Challenge”) is subject to the following terms and conditions. As used herein, the term “you” shall mean you personally and any company that you enter in the Challenge.

Eligibility

Early-stage digital health, insurance technology (InsureTech), Internet of Things (IoT) and financial technology (FinTech) companies that (1) have been in business for at least one year, (2) have paying customers or customers who are actively testing their product, and (3) have agreed to these Terms and Conditions, including maintaining a Connecticut Presence.

Application

The VentureClash website will accept applications from March 1, 2017 until 11:59pm Eastern Time on June 23, 2017. Any applications submitted after 11:59pm Eastern Time on June 23, 2017 will not be considered absent specific approval from VentureClash, which approval may be withheld, conditioned or delayed at VentureClash’s discretion.

Timeline

March 1 – June 23, 2017:  VentureClash website accepts first-round applications.
By June 29, 2017: Approximately thirty (30) semifinalists are selected for continued participation in the Challenge.
June 29 – July 28, 2017: Semifinalists’ second round application submissions accepted.
By July 7, 2017: Semifinalists’ two-minute elevator pitch video submissions accepted.
July 17 – August 18, 2017: Semifinalists may participate in potential Camp Venture, either virtually or in person, and submit the semifinal application. Applicants unable to participate can request exemption via email.
By August 22, 2017: Semifinalists’ final pitch videos and slide decks accepted.
By September 15, 2017: Finalists are notified.
October 20, 2017: Finalists will be invited to Yale University to compete in person for up to a $5,000,000 investment award pool.

Judging

Semifinalists will be selected by Connecticut Innovations. Finalists will be selected by Connecticut Innovations and external judges (some of whom may be CEOs, venture capital investors or other industry experts). A panel of 5-8 judges will select winners on Friday, October 20, 2017.

Awards

First place: $1,500,000 investment award.
Second place (up to two): $1,000,000 investment award.
“Runners Up” (up to three): $500,000 investment award.

All awards are subject in all respects to the discretion of Connecticut Innovations including, without limitation, Connecticut Innovations’ satisfactory completion of due diligence with respect to the participating company (the “Company”), the determination of a transaction structure acceptable to Connecticut Innovations, and the negotiation and documentation of definitive transaction documents with terms and conditions satisfactory to Connecticut Innovations in its sole discretion. The awards may be structured as preferred equity, convertible debt or any other structure satisfactory to Connecticut Innovations. Connecticut Innovations has no obligation, and shall not be deemed or construed to have any obligation, to provide any funding to any participant in the Challenge. Reasonable expenses incurred by investors in connection with negotiating and documenting any investment award including, without limitation, due diligence fees, legal fees, etc., will be deducted from the amount of such investment award at the closing of the applicable investment.

Connecticut Presence

Any prize or award made by Connecticut Innovations in connection with the Challenge shall be subject to, among other things, the Company agreeing to maintain a “Connecticut Presence.” A Connecticut Presence can be maintained in any one of the following ways: (i) by the Company having some significant operational presence in the state, (ii) by the Company relocating its headquarters to Connecticut, or (iii) for non-U.S. entrants, by the Company making Connecticut the location of its U.S. office. Upon any failure of a Company to maintain a Connecticut Presence, Connecticut Innovations shall have the right to sell to the Company, and the Company shall be obligated to purchase from Connecticut Innovations, in one or more transactions, all or any part of Connecticut Innovations’ investment at a price that would provide Connecticut Innovations with an 8% annual return.

Specific Legal Provisions

In addition to the Connecticut Presence requirements, any prize or award made by Connecticut Innovations in connection with the Challenge shall be subject to, among other things, the Company agreeing to provisions substantially similar to the following:

A. Nondiscrimination and Affirmative Action Provisions

(a)  The Company agrees and warrants that in the performance of the Agreement it will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation, race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by the Company that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the state of Connecticut; and the Company further agrees to take affirmative action to insure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their sexual orientation, race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by the Company that such disability prevents performance of the work involved.

(b)  The Company agrees, in all solicitations or advertisements for employees placed by or on behalf of the Company, to state that it is an “affirmative action-equal opportunity employer” in accordance with regulations adopted by the Commission on Human Rights and Opportunities.

(c)  The Company agrees to provide each labor union or representative of workers with which the Company has a collective bargaining agreement or other contract or understanding and each vendor with which such contractor has a contract or understanding, a notice to be provided by the Commission on Human Rights and Opportunities advising the labor union or workers’ representative of the Company’s commitments under this section, and to post copies of the notice in conspicuous places available to employees and applicants for employment.

(d)  The Company agrees to comply with each provision of Sections 4a-60 and 4a-60a of the Connecticut General Statutes and with each regulation or relevant order issued by the Commission on Human Rights and Opportunities pursuant to Sections 46a-56 and 46a-86  of the Connecticut General Statutes.

(e)  The Company agrees to provide the Commission on Human Rights and Opportunities with such information requested by the commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Company as relate to the provisions of Sections 4a-60, 4a-60a and 46-56 of the Connecticut General Statutes.

(f)  The Company shall provide Connecticut Innovations with one of the following:

(i)  documentation in the form of a company or corporate policy adopted by resolution of the board of directors, shareholders, managers, members or other governing body of the Company that complies with the nondiscrimination agreement and warranty under Section (a) herein;

(ii) documentation in the form of a company or corporate policy adopted by a prior resolution of the board of directors, shareholders, managers, members or other governing body of the Company if (i) the prior resolution is certified by a duly authorized corporate officer of the Company to be in effect on the date the documentation is submitted, and (ii) the head of Connecticut Innovations, or a designee, certifies that the prior resolution complies with the nondiscrimination agreement and warranty under Section (a) herein; or

(iii) documentation in the form of an affidavit signed under penalty of false statement by a chief executive officer, president, chairperson or other corporate officer duly authorized to adopt company or corporate policy that certifies that the company or corporate policy of the Company complies with the nondiscrimination agreement and warranty under Section (a) herein and is in effect on the date the affidavit is signed.

Occupational Safety and Health Act Compliance

The Company certifies that it:  (i) has not been cited for three or more willful or serious violations of any occupational safety and health act or of any standard, order or regulation promulgated pursuant to such act, during the three-year period preceding the date of the Agreement, provided such violations were cited in accordance with the provisions of any state occupational safety and health act or the Occupational Safety and Health Act of 1970, and not abated within the time fixed by the citation and such citation has not been set aside following appeal to the appropriate agency or court having jurisdiction; or (ii) has not received one or more criminal convictions related to the injury or death of any employee in the three-year period preceding the date of the Agreement.

C. Certification Regarding Campaign Contributions  (TBD)

Ethics Laws Summary

The Company affirms: (i) that it has reviewed a summary of State ethics laws developed by the Office of State Ethics which can be found on the State of Connecticut’s Office of State Ethics website at http://www.ct.gov/ethics/lib/ethics/guides/contractors_guide_10.pdf; and (ii) that key employees of the Company have read and understand the summary and agree to comply with its provisions.

Providing Certain Information and Documents to the Department of Labor and Connecticut Innovations

The Company agrees that it shall furnish to Connecticut Innovations copies of the quarterly reports filed by the Company and any of its subsidiaries with the Connecticut Department of Labor and, upon request, employment records and such other personnel records to the extent permitted by law as Connecticut Innovations may reasonably request to verify the creation or retention of Connecticut employment. The Company hereby authorizes Connecticut Innovations to examine, and will at any time at the request of Connecticut Innovations provide Connecticut Innovations with such additional authorization satisfactory to the Connecticut Department of Labor as may be necessary to enable Connecticut Innovations to examine, all records of the Connecticut Department of Labor relating to the Company and/or any of its subsidiaries. The Company shall furnish to Connecticut Innovations, as soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a copy of the Company’s Connecticut Department of Labor Quarterly UC-5A Employee Earnings Report for such quarter.

Conditions Regarding Relocation of Company within the State

The Company agrees that if it relocates within the State within 10 years of the date of the Agreement, it shall offer employment at the new location to its employees from the original location if such employment is available.

No Liability

Connecticut Innovations shall not be liable and shall be held harmless in the event of any legal action of any nature arising out of or in connection with the Challenge.  Without limiting the foregoing, Connecticut Innovations hereby expressly disclaims any liability or responsibility for the following, all of which shall be the sole and exclusive responsibility of you: (i) any agreements between Challenge participants and third parties; (ii) domestic or international intellectual property rights of Challenge participants or the confidentiality of any information provided by any participant to Connecticut Innovations in connection with the Challenge; (iii) any entry materials provided by any Challenge participant; or (iv) the immigration status of any Challenge participant.

Your Obligations

You shall be solely responsible for (i) any agreements between you any third parties; (ii) domestic or international intellectual property rights you or your company; (iii) protecting the confidentiality of any information provided by you to Connecticut Innovations in connection with the Challenge; (iii) the accuracy of all information provided in connection with the Challenge, including any entry materials; (iv) your immigration status; (v) complying with all applicable laws, rules, regulations and guidelines; (vi) conducting yourself in a manner that does not adversely affect the image of Connecticut Innovations, the Challenge or other participants.

Removal

Connecticut Innovations reserves the right to remove any participant from the Challenge at any time and for any reason.

Antiterrorism

You represent and warrant that you do not participate in or otherwise sanction any terrorist activities. Connecticut Innovations shall not be liable and shall be held harmless from any harm resulting from breach of this warranty.

Law

The Challenge is subject to applicable federal, state, and local laws.

Connecticut Freedom of Information Act (“FOIA”)

You should be aware that any information you provide to Connecticut Innovations may be required to be disclosed by Connecticut Innovations in response to valid legal process, such as a search warrant, subpoena or court order, or pursuant to the FOIA.  Connecticut Innovations is a “public agency” for purposes of the FOIA, and documents and information received by Connecticut Innovations in connection with the conduct of its business, including in connection with the Challenge, generally constitute “public records or files” for purposes of the public access requirements of the FOIA.  However, the FOIA includes an exemption from required disclosure for “trade secrets” and “commercial or financial information given in confidence, not required by statute” (Conn. Gen. Stat. § 1-210(b) (5)). In addition, Connecticut Innovations benefits from a FOIA exemption specific to certain categories of information received by Connecticut Innovations in connection with an application for, or the provision of, financial assistance (Conn. Gen. Stat. § 32-244 ), including:

(1) Actual trade secrets or information that a person intends to become a trade secret;
(2) Material that a person intends to patent;
(3) Patented material;
(4) Marketing or business plans;
(5) Plans for new products or services;
(6) Reports of customer orders or sales or other documents that would   disclose names and addresses of customers or potential customers;
(7)  Information concerning the financial condition or personal affairs of any individual;
(8) Financial statements or projections;
(9) Sales or earnings forecasts;
(10) Capital or strategic plans;
(11) Information regarding research and development;
(12) Tax returns; and
(13) Other commercial, credit or financial information with respect to the financial condition or business operations of an applicant for or recipient of financial assistance which is of a type not customarily made available to the public.

Updates

Connecticut Innovations may update the Challenge rules at any time. All updates will be posted on the VentureClash website and you shall be bound by all such updates. These rules include by incorporation any material posted on the VentureClash website.