These Terms and Conditions govern all entries into the Vodafone Americas Foundation™ Wireless Innovation Project™ competition (the "Competition"). The Competition is sponsored by and administered by the Vodafone Americas Foundation™ (the "Foundation"). The Competition is void outside the fifty (50) United States and the District of Columbia, and/or where prohibited or restricted by law.
2. Agreement to Terms.
By participating in the Competition, each applicant to the Competition ("Applicant") fully and unconditionally agrees to be bound by and accepts these Terms and Conditions and the decisions of the Foundation and its judges (including, without limitation, decisions regarding eligibility of entries, the selection of finalists and winners, and the granting of awards), which are final and binding in all respects. Each Applicant must comply with all of these Terms and Conditions, and selection as a winner is contingent on fulfilling all requirements hereunder.
In order to enter the Competition, all Applicants and all proposals submitted as part of the Competition ("Competition Submissions") must meet the following criteria ("Eligibility Criteria"):
- a. Applicants must be either (i) a U.S. nonprofit corporation or trust that is tax-exempt under IRS Section 501(c)(3) and that is a public charity (not a private foundation) or (ii) a U.S. university, including a university department, university-based research center, university-based entrepreneurship or technology innovation center that is legally part of the university. Competition team participants may not have any affiliation to the Vodafone Americas Foundation, Vodafone Group Plc or any entity in which Vodafone Group Plc holds, directly or indirectly, a shareholding or interest of 50% or more or has the right to exercise, directly or indirectly, 50% or more of the voting rights (collectively, the "Vodafone Entities").
- b. The Competition Submissions must propose an innovation in wireless technology to address a critical global issue in one or more of the following issue areas: education, health, access to communication, the environment or economic development.
- c. The wireless innovation must demonstrate a significant advancement in wireless technology.
- d. The wireless innovation proposed by the Competition Submission must be at a stage of research where an advanced prototype or field/market test can occur during the award period. Early-stage research, or ready-to-launch products, will not be considered.
- e. Applicants must be part of an established multi-disciplinary team that provides the expertise needed for a comprehensive solution to the targeted problem. For example, a team may consist of members from two or more of the following disciplines: engineering, design, business, international development, or other relevant disciplines. A team may also consist of university-based researchers and non-profit organizations working in such areas as international development, health or environment.
- f. Competition Submissions must demonstrate potential for replication and large-scale impact.
- g. Competition Submissions must include a business plan or demonstration of financial sustainability.
4. Competition Entry.
The individual entering the Competition and completing the questionnaire and application must be an authorized representative of the Applicant. Applications for the Competition must be completed in their entirety and submitted through the Wireless Innovation Project™ Website as described herein between 9:00 a.m. Pacific Time on October 1, 2012 to 11:59 p.m. Pacific Time on January 13, 2013 (the "Entry Period"). To enter the Competition, Applicants must first complete the Eligibility Questionnaire. Eligible Applicants will then be able to accept these Terms and Conditions by clicking on the "I agree" button. After agreement to the Terms and Conditions, eligible Applicants will be invited to create a username and password, and the URL of the Wireless Innovation Project™ website will then be sent to eligible Applicants by e-mail. On the Wireless Innovation Project™ website, Applicants will be able to complete the Competition Application and work on their proposal and other materials required for Competition entry. The Competition Application consists of multiple narrative questions and a budget spreadsheet that Applicants will be required to submit. Applicants will not be accepted into the Competition unless the Competition Application is completed in its entirety, and all required materials described therein are submitted through the Wireless Innovation Project™ website, during the Entry Period. Applicants may log in and out of the website as many times as necessary in order to complete the Competition Application and submit all required materials. Once an Applicant submits the Competition Application by clicking on the "Submit" button, the Applicant will no longer be able to modify the Competition Application or materials submitted.
5. Evaluation Criteria.
Entries in the Competition must demonstrate an important innovation in wireless-related technology that provides an effective solution to a pressing need for under-resourced populations around the world. Ideal Competition entries provide access and new uses for wireless related technology to help society. Applicants must demonstrate how the Wireless Innovation Project Award would be used to bring the Competition Submission to the next phase of testing or implementation in the field. Competition Submissions will be evaluated on the following criteria (emphasis will be placed on the technological significance of the wireless related innovation and the potential for social impact):
- a. Significance of the Wireless Innovation
- The proposed innovation offers a significant advancement in wireless technology.
- The research design demonstrates a thorough understanding of the technical issues being addressed.
- The Competition Submission demonstrates how the innovation can be implemented beyond the laboratory.
- b. Social Impact
- The proposed innovation presents a solution to a clearly defined social problem within the areas of education, health, access to communication, environment, or economic development.
- The proposed innovation has the potential for wide-scale social impact and scalability.
- c. Interdisciplinary Involvement
- The Applicant uses an interdisciplinary team to develop a comprehensive solution that addresses the technological issues and the social impact/international development issues.
- The Competition Submission demonstrates knowledge of and capacity for partnership with U.S. non-profit organizations or international NGOs working in the field or other external partners needed to implement the goals set forth in it.
- d. Market Knowledge and Use of Innovation
- There is a demonstrated need in the market for the product as evidenced by market data, needs assessment, or involvement of local NGOs or social entrepreneurs.
- The proposed innovation design demonstrates an understanding of the culture and conditions of the end-users and consideration of the impact of the proposed innovation.
- e. Competition Submission Plan and Feasibility
- The Competition Submission presents a well thought out business plan demonstrating its financial sustainability over time.
- The Competition Submission demonstrates that it has considered the feasibility of mass production, marketing and distribution.
- a. Significance of the Wireless Innovation
6. Judging, Selection, Notification.
- a. No later than February 15, 2013, the Foundation will select up to eight (8) Finalists based on the "Evaluation Criteria" described above (the "Finalists"). Applicants will be notified if they have been selected as Finalists by e-mail on or about February 15, 2013. If Finalists have updated project information, they may send a 2-page Competition Update by March 1, 2013. Finalists will also be allowed to submit additional supporting documentation regarding their Competition Submission.
- b. Finalists will be required to execute and return to the Foundation an Agreement and Affidavit relating to (i) copyright licensing of Competition Submissions, (ii) promotional and publicity rights and restrictions, (iii) indemnification, and (iv) ongoing satisfaction of eligibility requirements (the "Agreement and Affidavit"). The Agreement and Affidavit must be signed and returned to the Foundation no later than March 1, 2013. If a Finalist fails to return the Agreement and Affidavit by this date, the Applicant risks being disqualified as a finalist and an alternate finalist may be selected.
- c. Finalists will make a one hour (30 minute presentation and 30 minute Q&A session) presentation to a panel of judges with expertise in the areas of wireless engineering, international development, and social entrepreneurship. The presentation will take place in or near San Francisco, California on March 12 and 13, 2013. Details and restrictions regarding travel expenses related to such presentation to be paid by the Foundation will be provided to all Finalists at the time of notification that the Applicant is a Finalist.
- d. Following presentations by the Finalists, the judges will evaluate the Competition entries and additional materials submitted by the Finalists according to the criteria set forth above under the heading "Evaluation Criteria." In the event of a tie, the tied entries will be re-evaluated against each other by the judging panel based on the Evaluation Criteria to either break or confirm the tie.
- e. Applicants selected as potential winners will be notified via email or telephone on or before April 1, 2013. If a potential winner has failed to return the Agreement and Affidavit, if the potential winner is found to be ineligible, or if the potential winner does not comply with these Terms & Conditions, then the potential winner may be disqualified and an alternate potential winner selected by the Foundation which alternate shall be the Applicant who would have been a winner if the disqualified potential winner was not considered in the judging of all Applicants. In such event, an alternate potential winner will be notified by the Foundation by telephone, email and U.S. mail; FedEx; or a similar delivery service. The Foundation is not responsible for the failure of a potential winner to receive notice and/or the required documents for any reason, or for the inability of such potential winner to return the required documents for any reason.
Aggregate awards of at least $600,000 will be made to winners of the Competition by the Foundation as follows: Three (or more) Finalists will be selected for awards of $300,000 (to the Finalist(s) selected by the judges as "first place"), $200,000 (to the Finalist(s) selected by the judges as "second place"), or $100,000 (to the Finalist(s) selected by the judges as "third place"), which will be paid in equal parts over three years contingent upon the winners’ continued compliance with all requirements of the Foundation, including: i) submission of progress reports as described further below; and ii) achievement of performance milestones as agreed upon between each winner and the Foundation. The Foundation reserves the right to directly or indirectly through third parties grant additional awards where there is a tie or if the Foundation selects additional winners, all in the Foundation’s sole discretion.
- a. Use of Awards. Award winners may use funds awarded in the Competition for Competition-related expenses only as set forth in the budget submitted as part of each Competition Submission, and only for those uses expressly set forth in the budget and other Competition Submissions.
- b. Limitation on Use of Awards. The Foundation, in its sole discretion, may determine that no more than 15% of the funds awarded in the Competition may be used by a winner for indirect or overhead costs. Under no circumstances may Award winners use any portion of the funds awarded in the Competition for personal expenses. For purposes of Paragraph 8.b, “indirect or overhead costs” means and includes (i) overhead expenses incurred in furtherance of the Competition Submission but that are not easily identifiable with the Competition and/or the Competition Submission, and (ii) administrative expenses that are related to overall general operations and are shared among projects and/or functions such as accounting, grants management, legal expenses, utilities, or facility maintenance.
9. Appearance at Events.
Award winners will be required to appear at an event in the spring of 2013; other events might be added in/near the winner’s home town after the award has been given) at the Foundation’s expense (travel expense restrictions and details to be provided by the Foundation). At such events, the award winners will be required to make presentations about their wireless innovation. With reasonable advance notice provided, winners also are required to participate in interviews with the Foundation’s or the Competition’s partners and other news media after the award has been given. Failure to participate in all such events as required by the Foundation may result in forfeiture of an award winner’s entire award.
10. Reporting Obligations.
Award winners will be required to submit reports to the Foundation twice per year describing how their work is progressing, and detailing the use of all funds awarded in the Competition. Such reports will be in the format and contain the information reasonably requested by the Foundation.
11. Ownership of Competition Submissions.
Competition Submissions include all materials or information in whatever form or medium submitted by the Applicant during the Entry Period (including the physical copies of same provided to and retained by the Foundation) regarding and in connection with the Competition, including the description of the wireless innovation, the budget, and the business plan included with the Competition Submission, and the materials submitted by Finalists in connection with the Finalists’ presentations described herein, and the Competition update. Each Applicant will retain all intellectual property rights, and all right, title and interest in such Applicant’s Competition Submissions and all technology, materials, and other results made by the Applicant through the Competition. As set forth in Paragraph 6 above, Finalists will be required to execute and return to the Foundation an Agreement and Affidavit relating to, among other things, copyright licensing of the Competition Submissions.
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13. Publicity Rights and Restrictions.
As set forth in Paragraph 6.b above, Finalists will be required to execute and return to the Foundation an Agreement and Affidavit relating to, among other things, promotional and publicity rights and restrictions. Notwithstanding the foregoing or the Terms and Conditions that are agreed by all Finalists in the Agreement and Affidavit, the publicity rights that will be granted do not and will not extend to and may not be construed to permit any of the Vodafone Entities to (i) publish or otherwise disseminate Applicant’s research results without Applicant’s prior written consent, or (ii) claim that Applicant endorses or promotes any of the Vodafone Entities or Vodafone branded products and services. Further, at all times Applicant retains the right to publish or otherwise disseminate research results in accordance with standard academic practice.
14. Representations of Applicants.
Each Applicant represents that: (i) to the best knowledge of the signatory signing these Terms and Conditions on behalf and for the benefit of Applicant, its Competition Submissions and the wireless innovation proposed in its Competition Submission do not infringe any third party patent, copyright, trademark, trade secret or other proprietary rights; (ii) to the best knowledge of the signatory signing these Terms and Conditions on behalf and for the benefit of Applicant, the Applicant’s entry into the Competition will not breach any agreement that the Applicant has with another party; (iii) to the best knowledge of the signatory signing these Terms and Conditions on behalf and for the benefit of Applicant, the Competition Submissions do not include any third party confidential information, nor will Applicant knowingly disclose to the Foundation or the judges, any third party confidential information; (iv) Applicant will abide by all applicable laws, regulations, these Terms and Conditions, the Agreement and Affidavit if selected as a Finalist, and any of the Foundation’s other applicable rules (if provided to Applicant and agreed to by Applicant) in connection with the Competition or participation in related activities described herein; (v) Applicant will provide a license pursuant to Paragraph 11 (Ownership of Submissions) and the Agreement and Affidavit, and will have obtained any agreements necessary to provide said license; and (vi) if any of the Competition Submissions have incorporated materials actually known by Applicant’s employees, agents or contractors, to require a license to enable the licenses granted by Applicant to the Foundation in Paragraph 11 and the Agreement and Affidavit, Applicant has obtained that license, and that such license is in full force and effect and will remain in full force and effect for so long as required to implement the Wireless Innovation Project, the Competition or the innovation proposed in Applicant’s Competition Submission. References to "best knowledge" when used in this Paragraph mean as known by the participating individuals in the Competition, without a duty to investigate or perform due diligence.
As set forth in Paragraph 6 above, Finalists will be required to execute and return to the Foundation an Agreement and Affidavit relating to, among other things, mutual indemnification against third party claims.
16. Termination and General Conditions.
The Foundation reserves the right, in its sole direction, at any time to terminate, modify or suspend the Competition for any reason, in the Foundation’s sole discretion. The Foundation reserves the right in its sole discretion to disqualify any Applicant it finds to be acting in violation of these Terms and Conditions or in an unsportsmanlike or disruptive manner, in the Foundation’s sole discretion. Any attempt by any person to undermine the legitimate operation of this Competition is a violation of criminal and civil laws, and, should such an attempt be made, the Foundation reserves the right to seek damages and other remedies from any such person or Applicant to the fullest extent permitted by law. The Foundation’s failure to enforce any term of these Terms and Conditions shall not constitute a waiver of that provision.
By entering the Competition, each Applicant forever and irrevocably releases the Vodafone Entities and each of their officers, directors, employees, and agents and their respective successors and assigns, from and against all claims, damages or liabilities arising in whole or in part, directly or indirectly, from Applicant’s participation and/or entry in the Competition and/or Applicant’s award, receipt or use of any prize awarded in the Competition, except for any indemnification obligation that arises pursuant to Paragraph 15 above and the Agreement and Affidavit executed pursuant to Paragraph 6.
18. Limitations of Liability.
The Vodafone Entities and each of their officers, directors, employees, and agents and their respective successors and assigns, are not responsible for and will have no liability with regard to: (i) incorrect or inaccurate transcription of entry information or late, lost, stolen, unintelligible, illegible, damaged, mutilated, altered, incomplete, misdirected or postage due entries or entries received through impermissible or illegitimate channels, all of which will be disqualified; (ii) technical failures of any kind, including but not limited to the malfunctioning of any telephone, computer online systems, computer equipment, web site, server provider, network, hardware or software; (iii) the unavailability or inaccessibility of any telephone, mail, website or service; (iv) unauthorized intervention in any part of the entry process or the Competition; (v) printing, typographical, electronic or human errors which may occur in the offer or administration of the Competition or the processing of entries; (vi) any injury or damage to persons or property, including but not limited to Applicant’s computer, which may be caused, directly or indirectly, in whole or in part, from Applicant’s participation in the Competition, or from viewing, playing or downloading any material from the Competition website or the website(s) of any Vodafone Entities, regardless of whether the material was prepared by a Vodafone Entity or a third party, and regardless of whether the material is connected to any such website by a hypertext link; or (vii) disclosure of the Competition Submissions or any portion thereof, or any other information about the Competition or Applicant, by the Vodafone Entities or any of their officers, directors, employees, and agents and their respective successors and assigns.
In the event of a dispute between the parties, the aggrieved party shall notify the other party and provide a detailed description of the alleged problem. The parties agree to use reasonable efforts to resolve such dispute by good faith negotiation between them and mutual agreement. In the event such informal resolution is not successful within a reasonable period of time, the dispute will be resolved as follows. Applicant agrees that: (i) any and all disputes, claims, and causes of action arising out of or connected with this Competition, or any prizes awarded shall be resolved individually, without resort to any form of class action, and solely and exclusively in a court located in Denver, Colorado; Applicant submits to sole and exclusive personal jurisdiction to said courts in the State of Colorado for any such dispute and irrevocably waives any and all rights to object to such jurisdiction; (ii) any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Competition but in no event attorneys’ fees; and (iii) under no circumstances will Applicant or Foundation be permitted to obtain awards for and Applicant hereby waives all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions, the Agreement and Affidavit, or the rights and obligations of Applicant or the Foundation in connection with the Competition shall be governed by, and construed in accordance with, the laws of the state in which Applicant resides or is domiciled without giving effect to any choice of law or conflict of law rules of provisions (whether of the State of Colorado, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the state in which Applicant resides or is domiciled.
20. Terms and Conditions.
These Terms and Conditions are available at project.vodafone-us.com/terms-conditions or by sending a self-addressed postage-stamped envelope to "Vodafone Wireless Innovation Project—Rules Request", 275 Shoreline Dr, Suite 400, Redwood City, CA 94065.
21. Winner’s List.
To request a list of the 2012–2013 Wireless Innovation Project™ competition winners, send a self-addressed postage-stamped envelope to: "Vodafone Wireless Innovation Project—Rules Request", 275 Shoreline Dr, Suite 400, Redwood City, CA 94065. Requests must be received by December 31, 2012.
The sponsor of the Wireless Innovation Project™ and this Competition is the Vodafone Americas Foundation™. The address at which the Foundation may be contacted is: The Vodafone Americas Foundation, 275 Shoreline Dr, Suite 400, Redwood City, CA 94065.