HENRY FORD HEALTH SYSTEM
ARTIFICIAL INTELLIGENCE in healthcare CHALLENGE (the “Challenge”)
NO PURCHASE OR PAYMENT NECESSARY TO ENTER OR TO WIN. A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED.
SPONSOR: The sponsor of this Challenge is Henry Ford Health System, 2799 West Grand Blvd, Detroit, MI 48202 (“HFHS or “Sponsor“).
CHALLENGE DESCRIPTION: The Challenge begins at 12:01 AM Eastern Time on September 18, 2017 and ends at 11:59 PM Eastern Time on October 31, 2017(“Challenge Period“). Entry into the Challenge does not constitute entry into any other challenge or program, including, without limitation, other similar challenges or programs offered by Sponsor. By participating in the Challenge, each Entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Sponsor and/or the individual judges, which shall be final and binding in all respects.
The Challenge is open only to the following Entrants:
Privately held (nongovernment owned) companies formed and registered under the laws of Israel including branches or offices of foreign companies registered as a foreign company in Israel which
(i) are not, and whose direct and indirect owner(s) are not
(a) a “Specially Designated National or Blocked Person” as designated by the U.S. Department of Treasury’s office of Foreign Assets Control from time to time; and
(b) described in Section 1 of the United States Executive Order 13224, issued September 23, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism”; and
(c) a person or entity with whom Henry Ford Health System or any of its Affiliates is prohibited from transacting business; and
(ii) at the time of entry are legally formed, employ fewer than fifty (50) people and have raised less than $10,000,000 in funding from any source.
Entrants must commit to making themselves available at the Finalist Pitch Event to be tentatively held during the week of November 27, 2017 via videoconference. Judges will be located in Detroit, Michigan. The date of this event may be subject to change in the sole discretion of HFHS.
HOW TO ENTER: To enter go to the website located at www.henryfordinnovation.com/challenge (the “Challenge Website“), complete the Official Entry Form, and submit your Submission according to the instructions posted on the Challenge Website and the Submission Requirements. Each Submission entered into the Challenge must meet the “Submission Requirements” described by the Challenge Sponsor (any Submission that, in Sponsor’s sole discretion, violates the following criteria will be disqualified). Once a Submission is made, an Entrant is prohibited from making any changes or alterations to the Submission. There is no fee to participate in the Challenge.
By participating in the Challenge and submitting a Submission, each Entrant unconditionally accepts and agrees to comply with and abide by the Official Rules set forth in this Appendix A and the decisions of HFHS and/or the individual judges, which shall be final and binding in all respects. All Submissions must not be currently or previously in the product development process with the Henry Ford Health System. All Entrants will be required to submit the following materials via the Challenge Website:
- Company Name
- Names, positions, contact information & key accomplishments of team members
- 10-slide deck explaining the proposed idea and/or solution. Potential content may include information about:
o Problem description
o Product features
o Target users
o Example use cases
o Product development plan
o Marketing plan
o Business model
- Mockups, drawings, videos, patents, or prototype (optional)
REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION: By participating in the Challenge, each Entrant represents, warrants, and covenants as follows:
(a) Entrant is the sole author and creator of the Submission and any intellectual property submitted in or with the Submission and all other content and information submitted by the Entrant; (b) the information supplied in the Submission is true and correct to the best of Entrant’s knowledge, information and belief; (c) Entrant meets the Eligibility Requirements set forth in these Terms and Conditions; and (d) Entrant’s signatory is authorized to represent Entrant and to bind Entrant to these Terms and Conditions; and (e) neither the Entrant nor any content or information contained in the Submission is the subject of any actual or threatened litigation, claim, investigation, audit or other civil or criminal proceeding by any governmental entity or private third party; (f) neither the Entrant nor any of its direct or indirect owners has a direct or indirect financial relationship or compensation arrangement with a current or former physician, employee, officer or director of Henry Ford Health System or any of its Affiliates or an immediate family member of such person.
If the Submission includes any third party works (such as third party content or open source code), Entrant must be able to provide, upon Sponsor’s request, all appropriate licenses and releases for such third party works. In the event Entrant cannot provide all required licenses and releases, Sponsor reserves the right, in Sponsor’s sole discretion, to disqualify the applicable Submission, or seek to secure the licenses and releases for Sponsor’s benefit and allow the applicable Submission to remain in the Challenge.
By participating in the Challenge, Entrant agrees to indemnify, defend, and hold harmless Sponsor from and against all third party claims, actions, or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising from Entrant’s Submission or any breach or alleged breach of any of the representations, warranties and covenants of Entrant hereunder. Sponsor reserves the right to disqualify any Submission that Sponsor, in its sole discretion, deems to violate these Official Rules.
SUBMISSION LICENSE; CONFIDENTIALITY: EACH ENTRANT RETAINS TITLE AND FULL OWNERSHIP IN AND TO THEIR SUBMISSION. ENTRANT EXPRESSLY RESERVES ALL INTELLECTUAL PROPERTY RIGHTS NOT EXPRESSLY GRANTED UNDER THIS AGREEMENT. By participating in the Challenge, each Entrant hereby irrevocably grants to Sponsor a limited, non-exclusive, royalty free, worldwide, license and right to use the Submission to the extent necessary to administer the Challenge, and to publically perform and publicly display the Submission, including, without limitation, for advertising and promotional purposes relating to the Challenge.
Entrant understands and agrees that it should only provide information in or with its Submission that it is willing to allow HFHS System to use or disclose in connection with the Challenge pursuant to the above Submission License without any expectation that HFHS will hold such information in confidence. Entrant acknowledges and agrees that Henry Ford Health System does not have any obligation to keep the Submission confidential and no confidentiality obligation is established by Entrant’s Submission or by any additional disclosures relating to the Submission, including buy not limited during the Pitch Event, unless and until a mutual Confidential Disclosure Agreement is entered.
Entrant understands and agrees that it is solely responsible for obtaining appropriate legal protection for its intellectual property rights before disclosing its ideas to HFHS or any other party on a non-confidential basis or until a mutual Confidential Disclosure Agreement is entered or its risks losing the ability to protect its ideas according to applicable law
PUBLICITY RELEASE: By participating in the Challenge, in addition to any other grants granted herein or which may be granted in any other agreement entered into between Sponsor, on the one hand, and any Entrant in the Challenge, on the other hand, each Entrant hereby irrevocably (a) grants to Sponsor the right to use such Entrant’s name, likeness, image, and biographical information in any and all media for any purpose, including, without limitation, advertising and promotional purposes relating to the Challenge and (b) releases Sponsor from any liability with respect thereto.
Participation in the Challenge does not confer any right on the Entrant to use any name, trademark, service mark or other designation of the Henry Ford Health System or any entity affiliated with the Henry Ford Health System (including any contraction, abbreviation, or simulation of the Henry Ford Health System name in advertising, publicity or any promotional activities.
WINNER SELECTION/EVALUATION CRITERIA
An HFHS review panel will select five (5) Semi-Finalists from all eligible entries. Proposed evaluation criteria may include:
- Innovation and novelty of submission
- Clinical impact
- Cost impact
- User appeal and potential for widespread adoption and scale
- Degree of development (prototype vs. polished product)
- Usability and design
All Semi-Finalists will be invited to participate in a live judging event (via video conference) to present their concept to a HFHS panel of judges representing diverse backgrounds including healthcare, venture capital and product commercialization for the chance to win a Finalist Award. The pitches will consist of:
- 20 minute audio-visual assisted pitch
- 10 minutes of questions and answers from a panel of expert judges
Judges will score Semi-Finalists live pitches according to a number of qualitative and quantitative criteria which may include the following
- Innovation and novelty of solution and alignment with HFHS mission
- Clinical impact
- Cost impact
- Competitive & market feasibility
- Technical feasibility
- Commitment to work collaboratively and contractually with HFHS
The evaluation criteria for each round are to be applied in the sole discretion of HFHS. By participating in the Challenge, each Entrant unconditionally acknowledges and agrees to be bound by the final decision of Henry Ford Health System, which decision shall be final and binding in all respects.
NOTICE TO FINALISTS AND WINNERS: Attempts to notify potential Semi-Finalists will be made using the contact information provided on the Entrant’s Official Entry Form. Sponsor is not responsible for e-mail or other communication problems of any kind. If, despite reasonable efforts, a potential Semi-Finalist does not respond within five (5) days of the first notification attempt (or a shorter time as exigencies may require), or if the notification is returned as unclaimed or undeliverable to such potential Semi-Finalist, such potential Semi-Finalist will forfeit its rights and an alternate Finalist may be selected.
Prize winners will be notified on or around December 18, 2017 via contact information provided on the winner’s Official Entry Form. Sponsor is not responsible for e-mail or other communication problems of any kind. If, despite reasonable efforts, a potential winner does not respond within five (5) days of the first notification attempt (or a shorter time as exigencies may require), or if the notification is returned as unclaimed or undeliverable to such potential winner, such potential will winner will forfeit its prize and an alternate winner may be selected.
If any potential Semi-Finalist or prize winner is found to be ineligible, or if the potential Semi-Finalist or prize winner is determined not to have complied with these Official Rules or declines the applicable prize for any reason prior to award, such potential Semi-Finalist or prize winner will be disqualified and an alternate Semi-Finalist or winner may be selected.
PRIZES AND CONDITIONS:
Henry Ford Health System will, in its sole discretion, select one or more winners of the Challenge. Winners of the Challenge will receive the following:
Winners will receive the following:
- Funding up to $75,000 to be used for product development with the Henry Ford Health System in the HFHS clinical environment
- Access to notable mentors and subject matter experts across a variety of fields
- Market introduction and project support for licensee companies.
For its intellectual property licensed through the project, HFHS will receive consideration in the form of equity, royalties, and/or fees.
Potential winners will be required to execute an Affidavit of Eligibility, a Liability Release and (where imposing such condition is legal) a Publicity Release (collectively “Prize Claim Documents). If a winner fails or refuses to sign and return all Prize Claim Documents within five (5) days of Sponsor’s request (or a shorter time as exigencies may require), the potential winner may be disqualified and an alternate winner may be selected. No cash alternative or substitution or transfer of prizes will be allowed, except Sponsor reserves the right in its sole discretion to substitute prizes of comparable value, in whole or in part, for any reason. THE WINNERS ARE RESPONSIBLE FOR REPORTING AND PAYING ANY INCOME TAXES OR OTHER TAXES THAT MAY APPLY TO ACCEPTING A PRIZE; SPONSOR IS NOT RESPONSIBLE FOR AND WILL NOT PAY ANY SUCH TAXES.
DATES/DEADLINES: Because of the unique nature and scope of the Challenge, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any dates or deadlines set forth in these Official Rules or otherwise governing the Challenge for any reason. Entrants will be notified of such changes according to the contact information provided in their Submissions.
GENERAL LIABILITY RELEASE/FORCE MAJEURE: Each Entrant agrees that Sponsor (a) shall not be responsible or liable for any losses, damages, or injuries of any kind (including death) resulting from participation in the Challenge or any Challenge-related activity, or from Entrants’ acceptance, receipt, possession, use, or misuse of any prize, and (b) has not made any warranty, representation, or guarantee, express or implied, in fact or in law, with respect to any prize, including, without limitation, regarding such prize’s merchantability or fitness for a particular purpose. Entrants will indemnify, defend, and hold harmless Sponsor from and against all third party claims, actions, or proceedings of any kind and from any and all damages, liabilities, costs, and expenses relating to or arising from Entrant’s participation in the Challenge. Sponsor assumes no responsibility for any damage to an Entrant’s computer system which is occasioned by accessing the Website or other Challenge-related websites or participating in the Challenge, or for any computer system, phone line, hardware, software, or program malfunctions, or other errors, failures, delayed computer transmissions, or network connections that are human or technical in nature. Without limiting the generality of the foregoing, Sponsor is not responsible for incomplete, illegible, misdirected, misprinted, late, lost, postage-due, damaged, or stolen entries or prize notifications; or for lost, interrupted, inaccessible, or unavailable networks, servers, satellites, Internet Service Providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone, cable transmissions or other communications; or for any technical malfunctions, failures, difficulties, or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor reserves the right in its sole discretion to disqualify any Entrant who is found to be tampering with the entry process or the operation of the Challenge or Website or other Challenge-related websites, to be acting in violation of these Official Rules, or to be acting in an unsportsmanlike or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Challenge, or to annoy, abuse, threaten, or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such Entrant to the fullest extent permitted by law. In the event an insufficient number of eligible entries are received or Sponsor is prevented from awarding the prize or continuing with the Challenge as contemplated herein by any event beyond its control, including, without limitation, fire, flood, natural or man-made epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis, order of any court or jurisdiction, or other cause not reasonably within Sponsor’s control (“Force Majeure“), Sponsor shall have the right to modify, suspend, or terminate the Challenge. If the Challenge is terminated for Force Majeure before expiration of the Challenge Period, Sponsor will (if reasonably practicable) select a winner from all eligible, non-suspect entries received as of the date of the event giving rise to the termination. These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with the law by a duly authorized representative of Sponsor. The invalidity or unenforceability of any provision of these Official Rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.
GOVERNING LAW/JURISDICTION: All issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules or the rights and obligations of entrants OR Sponsor in connection with the Challenge shall be governed by and construed in accordance with the laws of the UNITED STATES AND THE State of MICHIGAN without giving effect to any choice of law or conflict of laws rules or provisions and all disputes relating to a submission or subsequent interatction with henry ford health system are subject exclusively to the jurisdicition of the courts in the state of michigan. Any legal claims arising from or relating to the Challenge or these Official Rules must be brought in the federal or state courts located in DETROIT, MICHIGAN. ALL OBJECTIONS TO VENUE IN SUCH COURTS ARE WAIVED BY ENTRANT’S SUBMISSION AND PARTICIPATION IN THE CHALLENGE.
WINNERS LIST/OFFICIAL RULES: To obtain any legally-required winners list (after the conclusion of the Challenge) or a copy of these Official Rules, send a self-addressed envelope with the proper postage affixed to: Henry Ford Innovation Institute, 2799 West Grand Boulevard, Detroit, MI 48202. Please specify “winners list” or “Official Rules” and the name of the specific Challenge in your request.