THE LEGAL STUFF
(i.e., The Official Rules, Terms and Conditions of the JAZ® Tank Challenge)
“You” or “Your” is you, whether an individual, group or organization. We also refer to
You as “Contestant”. "Jefferson" is Thomas Jefferson University and its affiliates. Just so
You know. “JAZ Tank” is the entire JAZ Tank Challenge and includes both the Business
Plan Track and the Opportunity Track.
I. ELIGIBILITY – ALL SUBMISSIONS MUST ADDRESS A HEALTH OR WELLNESS
NEED
A. The JAZ Tank “Business Plan Track” is open to individuals and groups of individuals, at
least 18 years of age at the time of entry, who have formed a “Small Entity” AND the
Small Entity has received no more than $500,000 in “Institutional Funding” from the
time of the start of the Small Entity’s legal existence and no more than $150,000 in
yearly gross revenues. A Small Entity is a corporation, limited liability company,
partnership or other legal entity. Institutional Funding means any funding from friends &
family, angel groups, VC’s, incubators or others than can be converted into equity (this
includes convertible notes, etc.). Institutional Funding does not include non dilutive
funding, such as grants.
B. The JAZ Tank “Opportunity Track” is open to individuals or groups of individuals who
are at least 18 years of age at the time of entry AND who are or have a least one team
member who is an employee, faculty, student or alumni of Jefferson (this is TJUH,
Abington, Aria & TJU) OR Kennedy Health or Philadelphia University (we refer to all of
the above as the “Community”).
C. If a team is entering the Business Plan Track of the JAZ Tank, it must appoint and
authorize one individual who is the “Representative”. That Representative enters a
“Submission” on behalf of the Small Entity. Your Submission includes the Business Plan
Track form submitted through the JAZ Tank website and any other supporting
documentation or videos You provide to Jefferson during the JAZ Tank. If a team is
entering the Opportunity Track of the JAZ Tank, it must also appoint one individual to be
the Representative. The Opportunity Track Representative must meet the eligibility
requirements in Point B (i.e., the Representative must be an employee, faculty, student or
alumni of the Community). By entering a Submission on behalf of a team or Small
Entity, You represent and warrant that you are the Representative authorized to act on
behalf of Your team or Small Entity.
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D. The JAZ Tank IS NOT open to individuals who are residents of, or Small Entities
domiciled in, a country, state, province or territory where the laws of the United States or
local law prohibits participating in the JAZ Tank or receiving a prize in the JAZ Tank.
II. SUBMISSION RIGHTS and OBLIGATIONS
You have some rights, but some obligations as well, in regards to Your participation in the JAZ
Tank. They are:
A. In the Business Plan Track any applicable intellectual property rights to Your Submission
will remain with You, the Contestant, subject to the licenses described below in Section
B and E. Opportunity Track finalists must be willing to sign an assignment of Your idea
to Jefferson in return for Jefferson’s work to develop Your Opportunity Track idea (see
Prizes Point C).
B. By entering the JAZ Tank (either Track), You grant to Jefferson and any other third
parties acting on the Jefferson's behalf, a royalty-free, non-exclusive, worldwide
perpetual license to display publicly and use for promotional purposes the Submission, in
perpetuity. This license includes, but is not limited to, posting or linking to the
Submission on Community websites and applications, and display and promotion of the
Submission in any other media, worldwide.
C. All Submissions provided by You, as well as video tapings of Your presentations to
Jefferson and the judges, may be made publically available by Jefferson, including on the
respective websites of Jefferson or any of its affiliates and/or Philadelphia University and
Kennedy Health. This means we don’t have to ask Your permission to make Your
presentation publically available.
D. You represent and warrant that Jefferson is free to use Your Submission in the manner
described above, as provided or as modified by Jefferson, without obtaining permission or
license from any third party and without any compensation to You.
E. Your Submission must: (a) be Your (or Your team or Small Entity’s) original work
product; (b) be solely owned by You, Your team, or Your Small Entity with no other
person or entity having any patent, copyright, trade secret, trade dress, trade mark or other
confidential or proprietary right or interest in it; and (c) not violate the intellectual
property rights or other rights including but not limited to copyright, trademark, patent,
contract, and/or privacy rights, of any other person or entity. A Contestant may contract
with a third party for technical assistance to create the Submission provided the
Submission components are solely the Contestant’s work product and the result of the
Contestant’s ideas and creativity, and the Contestant owns all rights to them. A Contestant
may submit a Submission that includes the use of open source software or hardware,
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provided the Contestant complies with applicable open source licenses and, as part of the
Submission, creates software that enhances and builds upon the features and functionality
included in the underlying open source product. By entering the JAZ Tank You represent,
warrant, and agree that Your Submission meets these requirements. If You use any
intellectual property of Jefferson, Kennedy or Philadelphia University in Your Submission
(such as work done under a US grant, for example), Your Submission will not be solely
owned by You, however Jefferson, Kennedy and/or Philadelphia University will grant
You a license to use the intellectual property on reasonable, Jefferson standard terms.
III. PRIZES (this is really important)
A. If You are selected as a finalist in the Business Plan Track or the Opportunity Track, You
must appear in person at the JAZ Tank Event on April 18th. Jefferson will not pay any for
any travel expenses associated with Your appearance at the JAZ Tank.
B. THE AWARD OF A PRIZE TO A POTENTIAL WINNER IS SUBJECT TO
VERIFICATION OF THE IDENTITY OF THE PARTICIPANTS, ALL
QUALIFICATIONS BEING MET AND EXECUTION OF THE REQUIRED FORMS
(SEE THE NEXT SECTION FOR THE FORMS YOU MUST SIGN). Jefferson won't
give You the prizes if You fail to do this.
C. Winners will be announced at the end of the JAZ Tank. In order to receive ANY of the
prizes, You (including all participating team members in the case of a team or Small
Entity) will be required to sign and return to Jefferson,
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For the Business Track, an agreement, as provided by Jefferson, that lets Jefferson
participate in the financing of Your Small Entity (Jefferson's participation will be
on the same terms as whoever is giving You money). If You want a copy of the
agreement, email us!
For the Opportunity Track, an agreement, as provided by Jefferson, that lets
Jefferson own and develop Your Opportunity Track idea, for which You will get
15% of net revenues that Jefferson receives if it sells a product that is developed
from Your idea. If You want a copy of the agreement, email us!
An affidavit(s) of eligibility (or a similar verification document) and
liability/publicity release(s) as provided by Jefferson.
Any applicable tax forms.
The “Deadline” for returning the above (the "Required Forms") is ten (10) business days
after the Required Forms are sent.
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D. Jefferson may deem a potential winner (or participating team members) ineligible to win
if:
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the potential winner’s Representative or any participating member does not
respond to Jefferson’s emails or fails to sign and return the Required Forms by the
Deadline listed above, or responds and rejects the prize;
the prize or prize notification is returned as undeliverable; or
the Submission or the potential winner, or any member of a potential winner’s
team or Small Entity, is disqualified for any other reason.
In the event of a disqualification, Jefferson may, but is not obligated to, award the
applicable prize to an alternate potential winner.
E. Jefferson has the right to make a prize substitution of equivalent or greater value.
Jefferson will not award a prize if the judges decide there are no eligible Submissions.
F. A monetary prize, if applicable, will be mailed to the winning Representative’s address (if
a Small Entity) after receipt of the Required Forms. Business Plan Track monetary prizes
will not be issued to or mailed to individuals. It will be the responsibility of the winning
Contestant’s Representative to allocate the prize among their team or Small Entity
participating members, as the Representative deems appropriate.
F. Jefferson will mail the monetary prize within 45 days of the receipt of the fully completed
and executed Required Forms.
G. Winners are responsible for reporting and paying all applicable taxes in their jurisdiction
of residence (federal, state/provincial/territorial and local) in regards to Your prize.
Winners are also responsible for complying with foreign exchange and banking
regulations in their respective jurisdictions and reporting the receipt of the prize to
relevant government departments/agencies, if necessary. Jefferson, and/or any prize
provider reserve the right to withhold a portion of the prize amount to comply with the tax
laws of the United States or other jurisdiction, or those of a winner’s jurisdiction.
IV. ENTRY CONDITIONS AND RELEASE
A. By entering the JAZ Tank, You (and, if you are entering on behalf of a team or Small
Entity, each participating member) agree(s) to the following:
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The relationship between You, Jefferson, the judges and other third parties is not
a confidential, fiduciary, or other special relationship.
You will be bound by and comply with these Official Rules and the decisions of
Jefferson and/or the judges, which are binding and final in all matters relating to
the JAZ Tank.
You release, and agree to indemnify, defend and hold harmless Jefferson, judges,
and any sponsors, and their respective parent, subsidiary, and affiliated
companies, the prize suppliers and any other organizations responsible for
sponsoring, fulfilling, administering, advertising or promoting the JAZ Tank, and
all of their respective past and present officers, directors, employees, agents and
representatives (hereafter the “Released Parties”) from and against any and all
claims, expenses, and liabilities (including reasonable attorneys’ fees), including
but not limited to negligence and damages of any kind to persons and property,
defamation, slander, libel, violation of right of publicity, infringement of
trademark, copyright or other intellectual property rights, property damage, or
death or personal injury arising out of or relating to Your Submission, Your
participation in the JAZ Tank, Your acceptance or use or misuse of any prize
(including any travel or activity related thereto) and/or the broadcast,
transmission, performance, exploitation or use of Your Submission.
B. Without limiting the foregoing, the Released Parties shall have no liability in connection
with:
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any incorrect or inaccurate information, whether caused by Jefferson’s electronic
or printing error, or by any of the equipment or programming associated with or
utilized in the JAZ Tank;
technical failures of any kind, including, but not limited to malfunctions,
interruptions, or disconnections in phone lines, internet connectivity or electronic
transmission errors, or network hardware or software or failure of the JAZ Tank
website;
unauthorized human intervention in any part of the entry process or the JAZ
Tank;
technical or human error which may occur in the administration of the JAZ Tank
or the processing of Submissions; or
any injury or damage to persons or property which may be caused, directly or
indirectly, in whole or in part, from Your participation in the JAZ Tank or Your
receipt or use or misuse of any prize.
The Released Parties are not responsible for incomplete, late, misdirected, damaged, lost,
illegible, or incomprehensible Submissions or for address or email address changes of the
Contestants. Proof of sending or submitting will not be deemed to be proof of receipt by
Jefferson.
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If for any reason Your Submission is determined to have not been received or been
erroneously deleted, lost, or otherwise destroyed or corrupted, Your sole remedy is to
request the opportunity to resubmit the Submission. Such request must be made promptly
after You know or should have known there is a problem, and the acceptance of the
submission and participation in the JAZ Tank will be determined at the sole discretion of
Jefferson.
V. GENERAL CONDITIONS (boring but read it anyway)
A. Jefferson reserves the right, in our sole discretion, to cancel, suspend and/or modify the
JAZ Tank, or any part of it, in the event of a technical failure, fraud, or any other factor or
event that was not anticipated or is not within their control.
B. Jefferson reserves the right in our sole discretion to disqualify any individual or
Contestant it finds to be actually or presenting the appearance of tampering with the entry
process or the operation of the JAZ Tank or to be acting in violation of these Official Rules
or in a manner that is inappropriate, unsportsmanlike, not in the best interests of the JAZ
Tank, or a violation of any applicable law or regulation.
C. Any attempt by any person to undermine the proper conduct of the JAZ Tank may be a
violation of law. Should Jefferson suspect that such an attempt has been made or is
threatened, we reserve the right to take appropriate action including but not limited to
requiring a Contestant to cooperate with an investigation and referral to law enforcement
authorities.
D. If there is any discrepancy or inconsistency between the terms and conditions of the
Official Rules and disclosures or other statements contained in any JAZ Tank materials,
including but not limited to the JAZ Tank Submission form, JAZ Tank website, advertising
(including but not limited to television, print, radio or online ads), the terms and conditions
of the Official Rules shall prevail.
E. The terms and conditions of the Official Rules are subject to change at any time, including
the rights or obligations of the Contestant and Jefferson. Jefferson will post the terms and
conditions of the amended Official Rules on the JAZ Tank Website. To the fullest extent
permitted by law, any amendment will become effective at the time specified in the posting
of the amended Official Rules or, if no time is specified, the time of posting.
F. If at any time prior to the deadline, a Contestant or prospective Contestant believes that
any Official Rule is or may be unclear or ambiguous, they must submit a written request for
clarification.
G. Jefferson’s failure to enforce any term of these Official Rules shall not constitute a waiver
of that provision. Should any provision of these Official Rules be or become illegal or
unenforceable in any jurisdiction whose laws or regulations may apply to a Contestant,
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such illegality or unenforceability shall leave the remainder of these Official Rules,
including the rule affected, to the fullest extent permitted by law, unaffected and valid. The
illegal or unenforceable provision shall be replaced by a valid and enforceable provision
that comes closest and best reflects Jefferson's intention in a legal and enforceable manner
with respect to the invalid or unenforceable provision.
H. Excluding Submissions, all intellectual property related to the JAZ Tank, including but
not limited to copyrighted material, trademarks, trade-names, logos, designs, promotional
materials, web pages, source codes, drawings, illustrations, slogans and representations are
owned or used under license by Jefferson. All rights are reserved. Unauthorized copying or
use of any copyrighted material or intellectual property without the express written consent
of its owners is strictly prohibited. Any use in a Submission of Jefferson’s intellectual
property shall be solely to the extent provided for in these Official Rules.
VI. LIMITATIONS OF LIABILITY
By entering a Submission, You (including, in the case of a team or Small Entity, all participating
members) agree to be bound by these Official Rules and hereby release the Released Parties
from any and all liability in connection with the prizes or a Contestant’s participation in the JAZ
Tank. Provided, however, that any liability limitation regarding gross negligence or intentional
acts, or events of death or body injury shall not be applicable in jurisdictions where such
limitation is not legal.
VII. DISPUTES (just in case!)
A. You agree that, to the fullest extent permitted by law:
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any and all disputes, claims and causes of action arising out of or connected with
this JAZ Tank, or any prizes awarded, shall be resolved individually, without
resort to any form of class action;
any and all disputes, claims and causes of action arising out of or connected with
this JAZ Tank or any prizes awarded, shall be resolved exclusively by the federal
or state courts located in the county of Philadelphia and You consent to the
exclusive jurisdiction and venue of such courts; and
under no circumstances will You be entitled to, and You hereby waive all rights
to claim, any punitive, incidental and consequential damages and any and all
rights to have damages multiplied or otherwise increased.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
MAY NOT APPLY TO YOU.
B. All issues and questions concerning the construction, validity, interpretation and
enforceability of these Official Rules, or the rights and obligations of the Contestants and
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Jefferson in connection with the JAZ Tank, shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to
any choice of law or conflict of law rules, which would cause the application of the laws of
any jurisdiction other than the Commonwealth of Pennsylvania.
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