CAREC University Startup Generator (the “Challenge”)

CHALLENGE RULES (the “Rules”)

This Challenge is organized and sponsored by Asian Development Bank, 6 ADB Avenue, Mandaluyong City 1550, Metro Manila, Philippines and CAREC Secretariat (“ADB/CAREC” or the “Sponsors”) with support from Agorize.  

The aim of these Rules is to set out the terms and conditions governing your participation in the Challenge. By participating in this Challenge, you fully and unconditionally agree to comply with these Rules.  

The purpose of the Challenge is for participants (“Participants”) to submit original contributions or projects that meet the requirements set out in the Challenge overview. These original contributions or projects are formalized as Deliverables (see Deliverables section).

1.     TERM

This Challenge begins on April 6 2022 and ends on June 1 2022 at 23:59 GMT+8 [TBC]. The Challenge will be accessible 24 hours a day on the dedicated Challenge website at [Challenge page URL](“the Challenge website”), subject to IT maintenance operations. Dates and times in these Rules refer to Greenwich Mean Time + 8H (GMT+8).

2.     AGREEMENT TO THE RULES 

Any eligible person or team who is registered on the Challenge website and enrolls to participate in the Challenge (“Participant” or “You”), is required to review and accept these Rules. By accessing and accepting these Rules, You:

• enter into a valid and enforceable contractual relationship with the Sponsor regarding participation in the Challenge. The registration and enrollment in the Challenge do not set up any subordination, employment or agency relationship between the Sponsor and the Participant, and
• fully and unconditionally agree to comply with these Rules. Participants express their agreement by ticking the agreement box during enrollment in the Challenge.  

In case of breach of these Rules, the Participant will be disqualified from the Challenge and from receiving any award.

3.     REGISTRATION AND PARTICIPATION

To take part in the Challenge, we must receive your completed registration and required submission by April 22, 23:59 GMT+8.

To register, the Participant must first have created a user account on the Challenge website and must have truthfully and accurately completed all required information therein. 

Any registration based on inaccurate, false, or incomplete information will result in the Participant’s disqualification. Refusing collection, recording, and use of their personal data that is strictly necessary to performing the Challenge will result in the Participant’s disqualification. The Participant is solely responsible for the information he/she provides when registering. Any intentional or unintentional mistake, anomaly or inconsistency, regarding this information, may result in the Participant’s disqualification. The Sponsor reserves the right to conduct all necessary verifications regarding the Participant’s information, including identity, postal, and/or email address. 

Deletion of a Participant’s user account on the Challenge website will be deemed as a withdrawal from the Challenge. In this case, the Participant, regardless of whether the deletion results from the Participant’s personal action or not, will not participate in the Challenge, and will not obtain any compensation. 

You must also have accepted the Rules as well as the ADB website’s terms of use during the creation of your user account and your registration to the Challenge. In case you will use confidential data, you must also sign the Fair Data Use Agreement which outlines the confidentiality rules associated with the data that will be provided by ADB.  This agreement is a prerequisite for you to receive and use the data provided by ADB. The Agreement is available for download in the "Fair Data Use Agreement" tab on the challenge brief.  Please submit the signed Agreement in the same tab.

Registration for and participation in the Challenge is free, with no purchase or payment obligation.

4.     ELIGIBILITY 

This Challenge is open to to full time university students (undergraduates/postgraduates) from the CAREC region. Teams may be composed of between 3-5 people. 

5.  DELIVERABLES 

For the duration of the Challenge, Participants may upload documents or other materials (such as texts, presentations, videos, etc.) relating to their project to the Challenge website in response and as a solution to the Sponsor’s Challenge (the “Deliverable”).  

To be eligible, Deliverables must (i) address the specific issue set out in the Challenge overview, (ii) be in PDF, PPT, MP3, MPEG, MOV, MP4, format and (iii) be in English, and (iv) must comply with Challenge Rules, including Section 10 on Intellectual Property.  

If a Deliverable cannot be downloaded, is not in the right format or is incompatible, illegible, or unintelligible, or is otherwise inconsistent with the requirements under the Challenge Rules, including Section 10 on Intellectual Property, the Deliverable will be disqualified.

Participants are responsible for and shall bear any costs or expenses associated with preparing and submitting their Deliverables. Participants assume all risk for damaged, lost, late, incomplete, invalid, incorrect, or misdirected Deliverables. 

6.     CHALLENGE PROCESS 

The Challenge consists of several stages:

• Participants should submit their respective solutions on or before the designated deadline. If a Participant does not upload a Deliverable on time, this will be considered as a withdrawal from the Challenge. The Participant may not join the Challenge and may not obtain any compensation from the Sponsor. 
• Deliverables will proceed to the Pitching. Deliverables will be judged according to the Selection Criteria (in the Timeline and Guidelines tab) determined by the jury. You agree and acknowledge that the Challenge relies on your creativity, capacity, ability, and ingenuity to solve difficult problems. The Challenge does not depend, even partially, on chance or luck, and therefore should not be considered as a lottery. Under no circumstances are factors such as appearance, religion, membership in a trade union, political opinions or sexual orientation considered to impact shortlisting probability.  
• Teams are paired with ADB experts and other subject matter experts to further understand the context of the problem and refine the proposed solution. The teams may also be invited to engage and submit questions in a webinar that will be facilitated by ADB/CAREC together with different speakers.
• The teams will get an opportunity to present their final solutions to a panel of experts, henceforth referred to as the Jury. Teams can also submit a ~15-minute video demonstration of their solutions, their tools, methods, and results to the Challenge website. Participants are required to upload their Deliverable on the Challenge website one day before the pitching.

The Sponsor reserves the right to alter the dates on which results are released should this become necessary due to the number of projects to be assessed.  The ranking decided by the final jury will be announced on the day that presentations are made and will identify the teams that are selected.

7.     AWARD

The Challenge award is provided to the selected solution of the Challenge and is subject to compliance with the following cumulative conditions: 

• The Deliverables comply with (“Deliverables”); 
• Each Participant of a winning project complies with Sections 8 (“Communication”), 9 (“Confidentiality”), and 10 (“Intellectual Property”); 
• It can be proven that the winning Participants fulfill the conditions of eligibility of Section 4 (“Eligibility”). 

No award will be provided to the selected solution that does not fulfill the above conditions. 

Once confirmed by the Jury, the selected team(s) will be announced and featured in the Final Pitch event. The winning five teams will have an opportunity to receive funding of up to $200 to implement the pilot. 

No assignment or transfer of seed funds is allowed by a selected team. If a potential selected team cannot be reached, is unable to accept the seed fund or any portion of it for any reason, ADB shall have no further obligation to such a potential selected team and their solution. ADB will not replace any lost or stolen seed fund after being provided to the selected teams.

In the event a Participant (a selected team) cannot be reached, by email or by phone, for more than three (3) months after the first attempt to reach them was made, he/she will be deemed as having withdrawn from the Challenge and will not be entitled to any award or any kind of compensation.

If the award as initially planned is unavailable, ADB may at its sole discretion substitute the planned award with another award of similar value. 

Any Participant who does not fulfill the conditions of Participation as provided in the Rules during their registration and/or at any time during the Challenge will be summarily disqualified from the Challenge without prior notice and will not be entitled to any award. In the event that the seed fund is already given to a Participant who does not meet the conditions of Participation when registering or throughout the duration of the Challenge, ADB reserves the right to require the Participant to take any relevant action to withdraw the seed fund, including termination of the contract as applicable. 

8.     COMMUNICATION  

The Participant acknowledges and consents that ADB may, for the duration of the Challenge and for a period of one (1) year following the Final Pitch Event, use the Challenge for publicity, including for the Sponsor’s knowledge-sharing and outreach purposes, (by any means and through any format such as website, advertising banners, social networks, newsletter, press release) now known or unknown to date, free of charge or for a consideration.

In particular, you consent to the use, by ADB, of your name and surname, your city and region of residence, the name of the institution in which you studied or in which you obtained your diplomas and other biographical information, your image, the information regarding the award (if you are a selected team), the name of your company and its distinctive signs (if you are a Startup) and any other personal data that you submit with your Deliverables as well as the content of your Deliverables relating to the Challenge.  

As an example, each Participant authorizes ADB to use the photographs taken during the Final Pitch Event to disseminate them via any communication medium. 

Such use does not entitle the Participant(s) to any payment or compensation other than the award he/she received. The Sponsor will retain the aforementioned information, photographs, and any other materials in accordance with ADB’s Policy and Rules on retention of information. 

9.     CONFIDENTIALITY 

ADB has no obligation to keep the information contained in the Deliverables confidential. In general terms, when submitting any Deliverables, the Participants understand, agree, and accept that any information contained therein may be publicly disclosed by ADB. 

If you are selected as an external team, the Sponsor may request that you execute a confidentiality/non-disclosure agreement for the purpose of entering into negotiations regarding the further development of your project, as described in your Deliverable. Such confidentiality/non-disclosure agreement will be directed to your Deliverable and all intellectual property that it may contain. 

Furthermore, Participants acknowledge that ADB may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the information contained in any of the projects. Accordingly, nothing herein shall prohibit the Sponsor from independently acquiring, developing, or having developed for it, products, concepts, systems, services, or techniques that are similar to or compete with the products, concepts, systems, or techniques contemplated by or embodied in any Deliverable.  

Each Participant recognizes that other Participants, individuals, or entities may have provided to ADB or others, or made public, or may in the future submit, or make public, content that is the same or similar to any piece of information contained in any of the projects. Hence, the Participants acknowledge, agree, and accept that ADB shall have the right to use such same or similar materials and that the Participants will not be entitled to any compensation arising from the Sponsor’s use of such materials. 

10.  INTELLECTUAL PROPERTY

 Definitions. For the purposes of this section,  

• "Intellectual Property Rights" refer to any copyright or other rights over a brand, a design or a model, a patent, and, more generally, any element, (including trade secrets and know-how), that may be protected by national and/or international laws or conventions on intellectual property (“Intellectual Property Rights”) 
• “Previous Rights” refer to any Intellectual Property Rights and/or any associated know-how held by the Participants before the start date of the Challenge (“Previous Rights”)  
• “Creations” refer to any software (including source and object code software), database, technical specifications, text, design, model, information, knowledge, method, process or product, as well as any resulting elements and/or processes likely or otherwise to be protected according to national and/or international laws or conventions on intellectual property developed by any Participant as a part of any submitted deliverable throughout the Challenge (“Creations”). 

Ownership and license to use.

• Participants shall retain ownership of the intellectual property rights and copyright of the Creations. By participating in the Challenge, Participants grant to ADB a non-exclusive, irrevocable, royalty-free, and worldwide license to use the Deliverables, including all existing and future rights Participants may have (whether in copyright, or property rights or otherwise) relating to the Deliverables, for non-commercial purposes.

Warranty of non-infringement.

• For external teams. When submitting any Deliverable, at any stage of the Challenge, each Participant of an external team represents and guarantees to ADB that he/she is the co/owner and/or co/holder of the Intellectual Property Rights regarding all or part of the Creations contained in the Deliverables submitted at any stage of the Challenge and that he/she has obtained all rights and permissions regarding all pre-existing Creations and any elements of the Deliverables for which he/she does not hold the relevant rights. 
• For all teams. Each Participant represents and guarantees (i) that his/her contribution is original and unprecedented; (ii) that it does not infringe upon the copyright or any Intellectual Property Rights of any third party; (iii) that all the elements of which his/her submissions are formed, as well as all pieces of contributions and information communicated in the submission presentation documents are accurate, reliable and complete; (iv) that the submission of the relevant Deliverables does not constitute an act of unfair competition of any kind; and (v) the Deliverables comply with all applicable laws and do not infringe any third party right, including, without limitation, intellectual property rights, privacy or confidentiality rights, or any contractual or extracontractual rights. All deliverables suspected of any law(s) and/or any third party’s right will be ineligible.

Confidentiality. All Participants will treat all information about the content of the submission as confidential and not cause or permit such confidential information to be disclosed to any third party until the selected team and their solution is announced and their submission is published online by ADB. Acknowledgement. It is compulsory for Participants to indicate the source of any pre-existing Creations of whichever nature and on whichever support that is included in any submitted deliverable. Any Deliverable involving several Participants constitutes collaborative work and it should be treated as such in accordance with the applicable regulation in force. 

Liability. ADB shall not be held liable for any infringement of the above provisions by Participants. Each Participant of an external team shall hold harmless and indemnify the Sponsor against any disturbance, action, claim, opposition, demand, or eviction attempt from any third party in connection with any Creation in the Deliverables (Intellectual Property Rights included). 

11.  MODIFICATION OF RULES, SUSPENSION AND CANCELLATION OF THE CHALLENGE 

Update of the Rules. ADB reserves the right to amend these Rules at any time, including the Challenge duration in case of operational imperatives, without prior notice to Participants regarding the enforcement or the validity of these amendments.  Participants are encouraged to consult these Rules regularly. Participants expressly waive all claims or disputes related to any amendment to these Rules by the Sponsor.  

Should any paragraph of these Rules be declared unenforceable or void, the paragraph in question will be considered null and void, but all other unaffected paragraphs will be enforced within the limits of the applicable law. 

Challenge Cancellation or Suspension. ADB reserves the right in its discretion, to (i) cancel, terminate, modify or suspend the Challenge and these Rules, for any reason, at any time and without any liability, and (ii) to limit or restrict participation in the Challenge. The Sponsor will not be held liable for the modification, cancellation, or suspension of the Challenge and no compensation or remuneration will be due to the Participants.

12.  LIMITATION OF LIABILITY 

ADB will in no way be held liable in the event of breakdown or failure, regardless of the cause, of any telecommunications network used that causes Participants difficulty in or prevents Participants from identifying themselves on or gaining access to the Challenge website.

Participants agree that ADB, its officers, directors, employees, contractors, representatives and agents (“released parties”) will have no liability whatsoever for, and will be released and held harmless by Participants for any claims, liabilities, or causes of action of any kind or nature for any injury, loss or damages of any kind including direct, indirect, incidental, consequential or punitive damages to persons, including without limitation disability or death. Without limiting the foregoing, everything on the challenge website and in connection with the challenge is provided “as is” without warranty of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Some jurisdictions may not allow the limitations or exclusion of liability for incidental or consequential damages or exclusion of implied warranties, in which case such limitation or exclusion shall apply only to the extent permitted by the law in the relevant jurisdiction.  

Participation in the Challenge implies acknowledgment and acceptance of the characteristics, limits, and risks of the internet and related technologies, particularly with regards to performance, response time, security of software and computer equipment against various potential attacks, such as viruses, logic bombs or Trojans, and loss or misuse of data. As a result, ADB will not be held liable in any way for any damage incurred by Participants arising from these characteristics, limits, and risks, which Participants accept by registering and taking part in the Challenge. 

The Sponsor will not, in any case, be held liable for damages resulting from faults with or delays in the submission of deliverables by Participants, including refusal to accept these deliverables as a consequence of their submission outside the deadlines set out in the Rules, from faults with or delays to the sending of any emails by the Participant sent as part of the Challenge, or from any alterations made to the deliverables independently of ADB. 

ADB will not, in any case, be held liable for damages resulting from services provided by a third party relating to the seed fund. The Sponsor will not be held liable for the consequences of a Participant’s disqualification from the Challenge as a result of their violation of these Rules.

13.  PERSONAL DATA PROTECTION  

Participation in the Challenge requires the communication of the Participant's personal data ("Personal Data"). 

Participant’s personal data will be processed by ADB in accordance with its policy and rules on data privacy and protection.

The purposes of the processing are:  

• To meet the organization of the Challenge needs; and 
• To organize the intermediation between the Participant and ADB, to ensure identification, communication, and preservation of the exchanges with the Participant.

ADB undertakes to implement reasonable organizational and technical security measures in order to protect all Participant’s Personal Data. 

14.  PRIVILEGES AND IMMUNITIES

All Participants acknowledge the special character of ADB as an international organization with status, privileges, and immunities provided under the Agreement establishing the Asian Development Bank (ADB Charter) and the Agreement Between the Asian Development Bank and the Government of the Republic of the Philippines Regarding the Headquarters of the Asian Development Bank (Headquarters Agreement), or any other agreement between ADB and its Members. Nothing contained in the Agreement shall derogate from, or be construed as a waiver or release of, any of the privileges, immunities, and exemptions accorded to ADB under and in terms of the ADB Charter, the Headquarters Agreement, or any other agreement between ADB and its Members.

15.  CLAIMS  

Any Participant’s claims arising from the Challenge should be addressed no later than thirty (30) days following the Challenge end date to digital@adb.org. All claims must include: (i) the Participant’s complete contact details (name, address, email address, and phone); (ii) the name of the Challenge; and (iii) a clear and detailed explanation for the claim.

16.  SETTLEMENT OF DISPUTES

In the event of a dispute, controversy, or claim arising out of or relating to these Terms and Conditions, including a dispute as to the validity or existence of these Terms and Conditions and/or this clause, you and we shall use our best efforts to amicably settle any differences and disputes through direct negotiation. Any dispute, controversy, or claim that remains unresolved within eighty (80) days from the date either you or we have notified the other of the nature of the dispute and of the measures that should be taken to rectify it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The language of the arbitration shall be English. The number of arbitrators shall be one.