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DESCRIPTION OF CHALLENGE: The OneSkin Innovation Challenge (the “Challenge”) is a skill challenge sponsored by OneSkin Technologies, Inc. (“OneSkin”) to find the most effective anti-aging molecules or technologies being developed worldwide in order to compare them quantitatively to gold standard molecules of the cosmetic industry, using OneSkin’s unique platform. The Challenge will task applicants with identifying molecules or technologies that promote tissue regeneration and tissue rejuvenation, such as natural or synthetic molecules, natural extracts, peptides, miRNAs, small molecules, and other synthetic and natural compounds or technologies in any stage of development (“Challenge Task”). The Challenge Task must reflect a novel technology, molecule, extract, or a novel use of a known molecule and must have sound scientific proof of concept produced by applicant.
CHALLENGE CALENDAR: The Challenge starts on March 13, 2018 at 12:00:01 AM Pacific Time (“PT”) and ends on June 11, 2018 at 11:59:59 PM PT (the “Challenge Period”). OneSkin’s computer is the official timekeeper for this Challenge. The Challenge consists of two phases. The first phase is the application submission phase, which begins March 13, 2018 at 12:00:01 AM PT and ends on April 15, 2018 at 11:59:59 PM PT (“Submission Phase”). During the Submission Phase, eligible applicants will submit applications to participate in the Challenge. The second phase is the judging phase, which begins on April 15, 2018 and ends on June 10, 2018 (“Judging Phase”). During the Judging Phase, the applications will be evaluated by a team of qualified judges to determine the winner (“Winner”) of the Challenge. The Winner will be announced on June 11, 2018.
WHO CAN PARTICIPATE: The Challenge is only open to legal residents of the United States or Brazil who: (a) are at least the age of majority in the state of residence at the time of entry; and (b) have an interest in biotechnology and tissue regeneration, such as academic researchers, master/phd students, non-profit organizations, and companies. Employees, officers, directors and contractors of OneSkin and its subsidiaries and affiliates, and their respective employees, officers, directors, advertising and promotion agencies, representatives and agents (“Challenge Entities”), and their immediate family members (spouse, parent, child or siblings) and individuals residing in their same household (whether or not related) of such employees, officers, and directors are ineligible to participate in this Challenge. OneSkin reserves the right to verify eligibility and to adjudicate any dispute at any time. Void where prohibited.
If you are entering as part of a company or on behalf of your employer, these Terms are binding on you individually and on your company or employer. If you are acting within the scope of your employment, as an employee, contractor or agent of another party, you warrant that such party has full knowledge of your actions and has consented thereto, including to these Terms and your potential receipt of the prize. You further warrant that your actions do not violate your employer’s or company’s policies and procedures.
Individuals may enter as a sole applicant or as part of a team. For purposes of these Terms, both sole applicants and groups of individuals forming a team will be referred to as an “Applicant.” Each Applicant must designate a captain (“Captain”) on its application, which may submit the proposal. Each member of an Applicant must be eligible to participate in this Challenge and comply with these Terms or the Applicant may be disqualified. This Challenge is subject to all applicable federal, state and local laws. By participating in the Challenge, each member of each participating Applicant (as applicable), unconditionally accepts and agrees to comply with and abide by these Terms and the decisions of OneSkin, which are final and binding in all instances, including OneSkin’s right to interpret these Terms, and to resolve any disputes relating to this Challenge at any time. For purposes of these Terms, any reference to, representation, warranty or agreement of, or requirement placed upon an Applicant will be considered a reference to, representation, warrant or agreement of, or requirement placed upon each of such Applicant’s individual members.
No purchase or payment of any kind is necessary to enter or win the Challenge or to win or receive the Prize (defined below). The purchase of any goods or services will not increase an Applicant’s chance of winning the Challenge.
HOW TO ENTER: To enter the Challenge and to be eligible to win the Prize, an Applicant must complete the Challenge application form available at https://www.oneskintechnologies.com/ (“Challenge Website”) and submit supporting documentation (“Application”), including a detailed description of the Applicant’s solution for the Challenge Task (i.e., Applicant’s molecule or technology), and then upload the completed Application to the Challenge Website during the Submission Phase. By submitting a completed Application, the Applicant, including all members of the Applicant’s team, agree to abide by these Terms and the decisions of OneSkin, which are final and binding in all matters related to this Challenge. Each Applicant must complete and submit its Application before the end of the Submission Phase to be eligible to win the Prize. Unless otherwise announced, each Applicant may submit only one Application for the Challenge. Once submitted, all Applications become the sole property of OneSkin, will not be acknowledged or returned, and cannot be modified by Applicant. OneSkin may review Applications for completeness and for compliance with these Terms and reserves the right to reject any Application that fails to comply with these Terms.
APPLICATION REQUIREMENTS AND CONDITIONS: An Application may not have been previously submitted, distributed or have won any other award or prize in any other competition. An Applicant must clearly state on the Challenge application form whether the Application (a) contains unpublished, confidential information and (b) is subject to an issued patent or a pending patent application. If an Application contains unpublished, confidential information, the unpublished information must be clearly marked as “unpublished and confidential”. Any information contained in the Application that is not marked as “unpublished and confidential” may be disclosed.
By submitting an Application, each Applicant represents and warrants that: (a) the Application is the sole and original creation of the Applicant and has not been copied in whole or in part from any other work; (b) the Application does not violate or infringe any intellectual property right (including copyright) or other proprietary right of any person or entity and that the Applicant has secured all rights to submit the Application; (c) any information contained in the Application that is not marked as “unpublished and confidential” may be freely disclosed by OneSkin; (d) neither the Applicant’s Application nor OneSkin’s use of the Application (or information contained thereon), in whole or in part, violates or will violate the right(s) of any third party; (e) the Application does not contain offensive or libelous material, is truthful and not misleading; (f) the Applicant has considered and complied with all contractual and/or confidentiality commitments that may be applicable to the Application, including compliance with business privacy policies, data use policies, policies governing disclosure of company or institution information, agreements with third parties, and any other company policies or commitments that may be applicable; and (g) Applicant has submitted the Application in accordance with these Terms.
No confidential relationship is established or implied by OneSkin’s acceptance or consideration of an Application, however, OneSkin will keep confidential any information contained in the Application that is clearly marked as “unpublished and confidential” (“Confidential Information”) and will not disclose such information without the prior written consent of the relevant Applicant. Confidential Information does not include any information that (a) is or becomes publicly available without breach of this Agreement, (b) was known by OneSkin prior to its receipt from the relevant Applicant, (c) is disclosed to OneSkin from any third party, or (iv) is independently developed by OneSkin without use of any Confidential Information.
All submissions are voluntary. OneSkin will use the information contained in the Application for purposes of the Challenge. Information contained in the Application will be disclosed to Judges (as defined below) and may be disclosed to an acquiring entity in the event of change in control of OneSkin resulting from a merger, consolidation, stock transfer or asset sale. OneSkin shall have the right to disclose all non-confidential information provided by any Applicant in connection with the Application process to any third party.
Each Applicant understands and agrees to be responsible for applying for any necessary intellectual property protections in connection with any information provided as part of the Application, including, but not limited to, any patents, prior to submitting the Application. Applicant acknowledges and agrees that OneSkin is not responsible and will have no liability for any claims or actions associated with Applicant’s failure to do so. Each Applicant further understands and acknowledges, to the extent permitted by law, that: (a) OneSkin has wide access to ideas, designs, protocols, methodologies and other materials (collectively, “Ideas”), and those new Ideas are constantly being submitted to it or being developed by their own employees; (b) many Ideas may be competitive with, similar to, or identical to content in the Application and/or each other in concept, approach, format, or other respects; and (c) Applicant will not be entitled to any compensation as a result of OneSkin's development or use of any such similar or identical material that has or may come to OneSkin, or any of them, from other sources. Except where prohibited by law, each Applicant acknowledges and agrees that OneSkin does not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of an Applicant’s copyright, patent or other intellectual property right in and to the Application. Finally, to the extent permitted by law, each Applicant acknowledges that, with respect to any claim by Applicant relating to or arising out of any OneSkin's actual or alleged exploitation or use of any Application or other material submitted in connection with the Challenge, the damage, if any, thereby caused to the applicable Applicant will not be irreparable or otherwise sufficient to entitle such Applicant to seek any injunctive or other equitable relief or in any way enjoin, otherwise interfere with, delay, or interrupt the production, distribution, exhibition, or other exploitation of any production based on, or allegedly based on, the Application, and, to the extent permitted by applicable law, Applicant’s rights and remedies in any such event shall be strictly limited to the right to recover reasonable and documented out-of-pocket costs associated with entering the Challenge, if any, in an action at law.
JUDGING: Each Application submitted during the Submission Phase will be evaluated by a panel of qualified judges selected by OneSkin (the “Judges”) during the Judging Phase. The Judges may be employees of OneSkin or external, may or may not be listed individually on the Challenge website, and may change before or during the Judging Phase. Judging may take place in one or more rounds with one or more Judges, at the sole discretion of OneSkin. During the Judging Phase, the Judges will review the Applications to determine the winner (“Winner”) of the Challenge based on the following criteria, weighted equally (“Judging Criteria”):
JUDGING RESULTS: The Judges will award points to each Application applying the four Judging Criteria above (weighted equally at 25 points per criteria). Points awarded by the Judges per criteria will be added together, resulting in a total score of 0 to 100 for each Application. The Application with the highest overall score will be the Winner of the Challenge. In the event of a tie, the Applicant with the highest score for “Innovation” among the tied Applications will be the Winner. In the event there is still a tie, the tied Applications will be judged by successive, tie-breaking Judges until a Winner is determined. The Judges’ decisions are final and binding.
ODDS: The odds of winning this Challenge depend on the number of eligible Applications received during the Submission Phase and the quality of each Application.
PRIZE: The Winner will receive a monetary prize (“Prize”) of $10,000 USD. The Prize will be delivered to the Winner within 30 days after the Winner announcement. Each member of the winning Applicant may waive their right to receive the Prize. The Prize is non-transferrable, non-exchangeable, and non-refundable, and must be accepted by the Winner as awarded. All federal, state, and local income taxes will be the responsibility of individual Applicant members, and all other costs associated with acceptance or use of the Prize are the sole responsibility of the Winner. The Prize may not be upgraded, and no substitutions by the Winner will be allowed, except that OneSkin reserves the right, in its sole discretion, to substitute a prize for one of equal or greater value if the designated prize should be unavailable for any reason.
WINNER ANNOUNCEMENT AND VERIFICATION: OneSkin will announce the Winner on June 11, 2018 via an announcement on OneSkin’s website, available at https://www.oneskintechnologies.com/ (“Website”) and via an email to all Applicants with information on where to find the Winner announcement on the Website. If OneSkin receives a larger than expected number of Applications to review, OneSkin may postpone the Winner announcement in its sole discretion in order to ensure thorough evaluation of Applications by the Judges. Every member of the winning Applicant will be required to sign and return an affidavit of eligibility, release of liability and, except where prohibited by law, a publicity release and other requested documentation no later than 15 days after receipt. Failure to return signed paperwork may result in the winning Applicant’s disqualification and an alternate winning Applicant selected.
FEEDBACK: OneSkin will use commercially reasonable efforts to provide non-proprietary comments to the Winner regarding Winner’s response in the Application to the Challenge Task. Such comments (if any) will be provided to the Winner within 90 days after the Winner announcement.
OPPORTUNITY TO TEST: Within 60 days after the Winner announcement, the Winner may submit to OneSkin’s laboratory a sample of the molecule, technology or product referred to in the Application for testing with the OneSkin platform, which is a technology that allows screening and validation of the efficacy of molecules to rejuvenate skin or prevent skin aging by combining real 3D human skin models and molecular markers to replicate skin aging in vitro and using an algorithm to quantify the anti-aging effect. OneSkin will only use such sample for the purposes of conducting testing with the OneSkin platform. OneSkin will provide the results of such testing to the Winner within 90 days of the Winner submitting to OneSkin the sample for testing with the OneSkin platform, The results of such testing will be kept confidential by both the Winner and OneSkin. If either party wishes to publish the results of such testing or if OneSkin wishes to use sample for purposes other than testing with the OneSkin platform, the Winner and OneSkin will negotiate the terms of such publication or use (as the case may be) in good faith.
PUBLICITY RELEASE: By accepting the Prize, the Winner agrees to the use by OneSkin and its designees of Applicant’s name, company name, trademarks and logos, city and province/state of residence, images and/or likenesses for advertising and publicity purposes, in any manner, in any and all media, now or hereafter known, worldwide in perpetuity, without compensation (unless prohibited by law) or additional consents and without prior notice, approval or inspection, and to execute specific consent to such use if asked to do so.
RELEASE OF LIABILITY: By submitting an Application, to the extent permitted by law, Applicants agree to release, discharge, hold harmless and indemnify OneSkin, its parent, affiliates, subsidiaries, and advertising and promotion agencies, partners of the Challenge, and the respective officers, directors, shareholders, employees, agents and representatives of the foregoing (collectively, “Released Parties”) from any and all injuries, liability, losses and damages of any kind (including, without limitation, arising from claims based upon invasion of privacy, defamation, or right of publicity) to persons, including death, or property resulting, in whole or in part, directly or indirectly, from Applicant’s participation in the Challenge and/or the use of the Prize or any Released Party’s use of any information provided as part of the Application.
TAX INDEMNITY: The Winning Applicant and its team members are responsible for and will indemnify and hold OneSkin, OneSkin’s parent company, affiliates or partners harmless for all applicable federal, state, and local taxes, if any, as well as any other costs and expenses associated with the Prize, Prize acceptance and use.
GENERAL CONDITIONS: To the extent permitted by law, Released Parties are not responsible for lost, late, incomplete, damaged, inaccurate, stolen, delayed, misdirected, undelivered or garbled Applications; or for lost, interrupted or unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures or difficulties, or other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with the Challenge or the Application process, including, without limitation, errors or difficulties which may occur in connection with the administration of the Application process or in any Application and Challenge-related materials. Released Parties are also not responsible for any incorrect or inaccurate information, whether caused by site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Application process or the Challenge. Released Parties are not responsible for injury or damage to any person's computer related to or resulting from participating in this Application process or downloading materials from or use of any website. Persons who tamper with or abuse any aspect of the Application process or website, who act in an unsportsmanlike or disruptive manner or who are in violation of these Terms, as solely determined by OneSkin, will be disqualified.
CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE APPLICATION PROCESS MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, ONESKIN RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
ADDITIONAL CONDITIONS: Participation in this Challenge is voluntary, and OneSkin will not compensate any participant for time spent or tasks performed in participating in the Challenge. The failure of OneSkin to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of OneSkin (excepting compliance with applicable codes and regulations), or other “force majeure” event will not be considered a breach of these Terms. OneSkin is not responsible for telecommunications, network, electronic, technical, or computer failures of any kind; for inaccurate transcription of Applicant information; for errors in any promotional or marketing materials or in these Terms; for any human or electronic error; or for Applications that are stolen, misdirected, garbled, delayed, lost, late, damaged, or returned. If, for any reason, the Challenge is not capable of running as planned by reason of fraud, technical limitations or failures, applicable law, unforeseen obstacles, or any other causes which, in the sole opinion of OneSkin, could corrupt, compromise, undermine, or otherwise affect the administration, security, fairness, integrity, viability, or proper conduct of the Challenge, OneSkin reserves the right in its sole discretion to modify these Terms, and/or to cancel, terminate, modify or suspend all or any part of the Challenge. In such cases, notice to this effect will be posted on the Challenge Website. If, in OneSkin’s opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Challenge or if technical difficulties compromise the integrity of the Challenge, OneSkin reserves the right to void suspect Applications and/or terminate the Challenge and award the Prize in its sole discretion.
CHOICE OF LAW: To the extent permitted by law, each Applicant understands and agrees that any and all legal actions or claims arising in connection with this Challenge must be brought in a court of competent jurisdiction in the State of California. Each Applicant further agrees, to the extent permitted by law, that: (1) any and all disputes, claims and causes of action arising out of or connected with the Challenge or any award provided shall be resolved individually, without resort to any form of class action; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, and in no event will Applicant be entitled to obtain attorneys' fees or other legal costs; (3) no punitive, incidental, special, consequential or other damages, including without limitation lost profits may be awarded (collectively, "Special Damages"), and (4) Applicant hereby waives all rights to claim Special Damages and all rights to have such damages multiplied or increased. California law, without reference to California choice of law rules, governs the Challenge and all aspects related thereto.
OFFICIAL RULES: By participating in the Challenge, each Applicant fully and unconditionally agrees to and accepts these Terms and decisions of the OneSkin, which are final and binding in all matters relating to the Challenge. The Challenge will be run in accordance with the Terms, subject to amendment by OneSkin. Each Applicant must comply with the Terms and will be deemed to have received and understood the Terms by participating in the Challenge. The terms of the Challenge, as set out in these Terms, are not subject to amendment or counter-offer, except as set out herein. If any provisions of the Terms are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. OneSkin’s failure to enforce any term of these Terms will not constitute a waiver of that provision.
SPONSOR: The Challenge is sponsored by OneSkin Technologies, Inc., 953 Indiana Street, San Francisco, CA 94107.