INNOVATION LABS 2024 HACKATHON and PROGRAM

TERMS AND CONDITIONS OF PARTICIPATION

February 12, 2024

1. ORGANIZER AND EVENT

The sponsor and entity responsible for organizing the Innovation Labs Hackathon 2024 (the “Hackathon”) and the Innovation Labs Program (the “Program”) are Tech Lounge Association, a non-profit organization, headquartered at 313 Splaiul Independenței Str., Room EG106b, District 6, Bucharest, registered in the Registry of Associations and Foundations with no. 37/03.04.2013. The Hackathon and the Program are organized by the Tech Lounge Association, in collaboration with local technology associations in Iasi, Cluj-Napoca, and Timisoara (“Organizer”).

The Hackathon and the Program will be organized in accordance with these Terms and Conditions (“Rules”) which will be binding for all individuals (“Participants” or “You”) and teams of Participants (“Teams”) participating in the Hackathon. The Rules will be available to any interested party, free of charge, during the entire period of the Program, at: https://www.innovationlabs.ro/

The Organizer reserves the right to amend or modify the Rules and will notify the interested parties before any such amendment/modification enters into force. Any amendment/modification brought to these Rules will be made by an addendum to the Rules.

By registering, You agree to be bound by the Rules and represent that you satisfy all the eligibility requirements below. Participation in the Hackathon is deemed acceptance of these Rules.

2. HACKATHON & PROGRAM DETAILS

Detailed information regarding the Hackathon and the Program, including registration, schedule, tracks, awards, and participation fees, is available in Appendix 1 to these Rules.

3. ELIGIBILITY

The Hackathon is open to (a) Students & Graduates exploring tech-start-up building blocks; (b) Researchers (ie. Ph.D., Postdoc) looking to transform an innovative technology into a business product; and (c) Business professionals looking for a partnership with students and researchers to build business products during the Program.

All Participants must be at least the age of majority according to the law applicable to the place where they reside as of the time of entry. Individuals who are not the age of majority as of the time of entry may attend only subject to their parent’s or guardian’s explicit, written consent (contact us at contact@tech-lounge.ro for details).

The Hackathon is not open to: (a) Organizations involved in the organization, design, production, promotion, or execution of the Hackathon or the Program, including Innovation Labs, its partners and any other organizations responsible for sponsoring, fulfilling, administering, advertising or promoting the Hackathon (“Partners”); (b) Any other individual or organization whose participation in the Hackathon would create, in the sole discretion of Innovation Labs, a real or apparent conflict of interest; and (c) Individuals who are residents of or who are domiciled in, a country, state, province or territory where the laws of the United States, European Union or United Nations or local law prohibits participating or receiving a prize in the Hackathon (including, but not limited to, Brazil, Quebec, Cuba, Sudan, Iran, North Korea, Syria, Donetsk People Republic, Luhansk or Crimea, and any other country designated by the United States Treasury's Office of Foreign Assets Control, and Commission of the European Union or Security Council of the United Nations).

4. ENTRY CONDITIONS AND RELEASE

By entering the Hackathon, You agree to the following:

• The relationship between you and the Organizer is not a confidential, fiduciary, or other special relationship;
• You will be bound by and comply with these Rules and the decisions of the Organizer and/or the Hackathon and the Jury, which are binding and final in all matters relating to the Hackathon and the Program. The Jury consists of a group of experts appointed by the Organizer to evaluate the Teams during the selection stages of the Hackathon and during the Program.
• You will release, indemnify, defend and hold harmless Innovation Labs, its Partners, and their respective parent, subsidiary, and affiliated companies, the Awards’ providers and any other organizations responsible for sponsoring, fulfilling, administering, advertising or promoting the Hackathon or the Program, 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), and damages of any kind including, but not limited to, damages caused 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 and Your Team’s entry, creation of Project or entry of a Project, participation in the Hackathon or in the Program, , the acceptance or use or misuse of any Award you may receive, and/or the broadcast, transmission, performance, exploitation or use of the Project as authorized or licensed by these Rules, or Your breach of the applicable laws, these Rules, or the representations and warranties herein, including by negligence.

Without limiting the foregoing, the Released Parties shall have no liability in connection with:  

• any incorrect or inaccurate information, whether caused by the Organizer’s electronic or printing error, or by any of the equipment or programming associated with or utilized in the Hackathon or the Program
• 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 Hackathon website
• unauthorized human intervention in any part of the entry process or the Hackathon
• technical or human error which may occur in the administration of the Hackathon or in the processing of Projects; or  
• any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from Your/Your Team’s participation in the Hackathon or Program, or by the receipt or use or misuse of any Award

5. INTELLECTUAL PROPERTY RIGHTS

By entering the Hackathon, you represent and warrant that:

• You are the owner of the intellectual property rights over Your Project and that your Project does not breach any rights, including the intellectual property rights of a third party
• You have verified the terms and conditions regulating the use of third-party software, webpages or content included in your Project and the Project does not infringe any of the same  
• You have obtained all necessary consents, approvals, or licenses required for You to submit Your Project

All intellectual property rights over Projects developed by You before or during the Hackathon and Program remain with You and/or, as applicable, with Your Team members.

By entering the Hackathon, You grant Organizer and its Partners a limited, worldwide, transferable, and valid for entire duration the protection of rights, license to use, reproduce, broadcast, publish and display Your Project and any presentation materials related to Your Project, in any media, solely for the purpose of promoting You, Your Team, the Hackathon, the Program, and any other current or future Innovation Labs events and programs.

You agree not to make any claims to Organizer events, products, or services based on the results of Your participation in the Hackathon and the Program.  

During Your Participation in the Hackathon and the Program, Organizer and its Partners may provide you with training and development resources (the “Resources”). Organizer and its Partners grant to You a personal, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to use the Resources for the purposes specified herein, limited to the duration of the Hackathon and Program.

All intellectual property related to the Resources, including but not limited to copyrighted material, trademarks, tradenames, logos, designs, promotional materials, web pages, source codes, drawings, illustrations, slogans, and representations are owned or used under license by the Organizer and its Partners. All rights are reserved. Unauthorized copying or use of any copyrighted material or intellectual property without the express written consent of the Organizer or their respective owner is strictly prohibited. Any use in a Project of Organizer’s or its Partners’ intellectual property will be solely to the extent provided for in these Rules.

6. CONFIDENTIALITY

During the Hackathon You may be exposed to information containing trade secrets and proprietary information of the Organizer or its Partners (“Confidential Information”).

Except as permitted under these Rules, each of You and Your Team members agree that (i) You will not disclose to any third party any Confidential Information of Organizer and its Partners; (ii) You will not use for any purpose any Confidential Information disclosed to You by Organizer or its Partners; and (iii) You will take all reasonable measures to maintain the confidentiality of all Confidential Information in Your possession or control, which will in no event be less than the measures You use to maintain the confidentiality of Your own information of similar importance. At the end of the Program, You will return or destroy (and certify such destruction) the Confidential Information, and all copies thereof, in Your possession, except for such Confidential Information necessary to continue exercising any rights that survive termination or expiration of these Rules. You agree not to share any Confidential Information belonging to Your employer during Your participation in the Hackathon and Program.  

Notwithstanding the foregoing restrictions on the use and disclosure of Confidential Information, You may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority to which it is subject, or otherwise as required by law, provided that you notify Organizer and use reasonable efforts to obtain confidential treatment of the disclosed information or a protective order before such disclosure; or (ii) on a “need-to-know” basis to Your legal counsel and/or accountants who are under an obligation of confidentiality at least as restrictive as those contained herein.

The confidentiality obligation will survive for 3 (three) years after the end of the Program, except for Confidential Information protected as trade secrets, in relation to which the confidentiality obligation will be perpetual or will exist for as long as such Confidential Information remains a trade secret under applicable law.

7. GENERAL CONDITIONS

The Organizer reserves the right, in its sole discretion, to cancel, suspend and/or modify the schedule of the Hackathon or Program, or any part of them, in the event of a technical failure, fraud, or any other factor or event that was not anticipated or is not within the Organizer’s control.  

The Organizer reserves the right in their sole discretion to disqualify any Participant or Team it finds to be actually or presenting the appearance of tampering with the entry process or the operation of the Hackathon or the Program, or to be acting in violation of these Rules or in a manner that is inappropriate, unsportsmanlike, not in the best interests of the Organizer, or in violation of any applicable law or regulation.  

If there is any discrepancy or inconsistency between these Rules and disclosures or other statements contained in any Hackathon or Program materials, including but not limited to the Hackathon website, advertising (including but not limited to television, print, radio, or online ads), the terms and conditions of these Rules shall prevail.  

These Rules are subject to change at any time, including the rights or obligations of the Organizer. The Organizer will post the terms and conditions of the amended Rules on the Hackathon website. To the fullest extent permitted by law, any amendment will become effective at the time specified in the posting of the amended Rules or, if no time is specified, the time of posting.  

If at any time prior to the deadlines mentioned herein, You believe that any provision of these Rules is or may be unclear or ambiguous, You must submit a written request for clarification with Organizer using the contact details hereinbelow.    

The Organizer’s failure to enforce any term of these Rules will not constitute a waiver of that provision. Should any provision of these Rules be or become illegal or unenforceable under the applicable law, such illegality or unenforceability shall leave the remainder of these 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 the Organizer’s intention in a legal and enforceable manner with respect to the invalid or unenforceable provision.

8. DISPUTES

These Rules are governed by and subject to Romanian law. All disputes and causes of action arising out of or connected with this Hackathon, the Program, or any Awards, shall be resolved amicably, and if this is not possible, any litigation will be settled by the competent courts of Bucharest, Romania.

To the extent permitted by the applicable law, You will not be permitted to obtain awards for, and you hereby waive all rights to claim, punitive, incidental, or consequential damages, or any other damages, including attorneys’ fees, other than your actual out-of-pocket expenses (i.e., costs associated with entering this Hackathon), and you further waive all rights to have damages multiplied or increased.

9. PERSONAL DATA PROTECTION

The Organizer will collect personal identifiable information about You, such as your name, surname, phone number, e-mail address, or address, info about your current or graduated studies, etc. for the purpose of ensuring Your participation in the Hackathon. The Innovation Labs Organizer will be the sole controller of the personal data you provide.  

Also, during the Hackathon and the Program, the Organizer can take photos and/or videos. By registering for the Hackathon, you automatically accept that your image will become public during the Hackathon and the Program.

Innovation Labs may use personal information about you, such as but not limited to, your name, photograph, voice, opinions, comments, and hometown and country of residence for promotional purposes. During the Hackathon and Program, or if You win an Award, Your identity and the Award you have received will be made public on the Organizer’s websites, on social media, or in traditional media.  Without your explicit consent, the Organizer can use the photo and video materials that you appear in for any purpose that has a public scope.

For more information on how Organizer uses and protects your data please check out our Privacy Policy. The organizer will keep your data for up to five years, to connect You with other Program alumni, or in case of any dispute or claim arising from these Rules or Your participation in the Hackathon or Program.

10. CONTACT

Participation in the Hackathon constitutes your full and unconditional agreement to these Rules. By entering, You agree that all decisions related to the Hackathon that are made pursuant to these Rules are final and binding and that all such decisions are at the sole discretion of the Organizer. If you have any questions or comments or wish to send us any notice regarding the Hackathon or the Program, please email us at: contact@tech-lounge.ro.

Appendix 1.

1. Registration and Schedule

Innovation Labs 2024 – Bucharest, Cluj, Iasi, Timisoara

2. HACKATHON AND PROGRAM

There will be 4 Hackathons and 4 Program editions in 2024, organized in program centers located in Bucharest, Cluj-Napoca, Iasi and Timisoara.

The Hackathon will be organized in a physical format. You may enter the Hackathon as part of a Team, or individually. You may not enter the Hackathon as part of more than one Team.

For each program center, the Hackathon format can suffer adjustments - that will be presented in the registration form or at the beginning of the Hackathon event.

For some program centers, the Hackathon can be held in groups together. Thus, teams registered for Brasov, Sibiu and Constanta will join the Hackathon in Bucharest. Teams registered for Suceava will join the Hackathon in Iasi. Teams registered for Oradea will join the Hackathon in Timisoara. These are the most recurrent examples, based on the university centers that are enrolled currently in the program. If You are from another Romanian city, You can join the Hackathon and the Program in one of the four centers (Bucharest, Cluj, Iasi, Timisoara), at your convenience. In such cases, for the Hackathon and/or for specific Program stages (Boost Days, Demo Day) the organizers can offer the teams from a different city accommodation, cover the transportation costs, and organize a separate jury debate for the teams that will train in that program center.

For each program center, the Program format and curricula can suffer adjustments.

1. Team Tracks

During registration You will select one of the three Team Tracks below. The Organizer reserves the right to re-assign a Team to a different Team Track, before the Hackathon, during the Hackathon or during the Program, based on the relevant qualifications of most of its members.

The following Team Track definitions apply to the Innovation Labs program. Please observe that some definitions differ slightly from general-purpose ones, so please use these definitions (e.g. - scale-ups are defined from a team maturity perspective, not from the business maturity perspective).

Additional conditions regarding Team Tracks:

• Start-Up Track: Teams signing up for the Start-Up Track may bring on board additional senior members during the Program, as long as the student founders maintain enough ownership of the start-up to have a majority package after a first investment round (e.g.:  the students maintain over 70% ownership before an investment)
• Scale-Up Track: Teams joining the Scale-Up Track may sign-up for the Hackathon without a student member; however, for Teams joining the Hackathon without student members, two restrictions apply:

• There will be a limited number of qualification spots in the program for teams without students
• You must bring in your team a student no later than 2 weeks after the Hackathon event (student as defined above)

• All tracks:

• If during the Program any student leaves Your Team, and the Team no longer complies with the criteria specified above, the Team must fill in the student gap(s) by the date of the National Semi-finals of the Program in order to avoid being disqualified
• The Organizer is free to set thresholds at its own discretion at each selection phase to ensure a minimum number of student-driven Teams participating in the Program.
• The Organizer is free to disqualify the individual participants that did not find a team until the second day of the hackathon (second pitch).

2. Business Tracks*

Participants from all backgrounds are welcome to enroll in the Hackathon, as long the solution to the problem You attempt to solve (the “Project”) is technical in nature and enabled by IT. All Projects must fall within one of the Business Tracks listed below.

Each Project must: (a) be Your (or your Team’s) original work product; (b) be solely owned by You (or, as applicable, Your Team, with no other person or entity having any right or interest in it; (c) not violate the intellectual property rights or other rights including but not limited to copyright, trademark, patent, contract, image and/or privacy rights, of any other person or entity. You may submit a Project that includes open-source software or hardware, provided You comply with applicable open-source licenses and, as part of the Project, You create software that enhances and builds upon the features and functionality included in the underlying open-source product. You are not allowed to use software published under a GPL license or any other kind of “viral” open-source software that might bind You to make the Project publicly available or unfit for commercial use, or that would bind any other person developing derivative works with your Project to make such publicly available.

Your Project must not have been developed or derived from an application developed, with financial or preferential support from the Organizer or its Partners. Such applications include, but are not limited to, those that received support, funding, or investment for their development, were developed under contract, or received a commercial license, from Organizer and its Partners before the Hackathon date. Organizer, at its sole discretion, may disqualify a Project if granting an award to You/Your Team would create a conflict of interest.

By entering the Hackathon, You represent, warrant, and agree that Your Project meets the requirements above and You acknowledge that You will hold Innovation Labs harmless of any claim from a third party referring to a breach of its intellectual property rights or other rights. You acknowledge that in case there is a reasonable suspicion that your Project is not compliant with this section, your Project will be disqualified.

*Note: The Business Tracks described in the current section are subject to change at any time prior to the opening of hackathon registration. Changes will be reflected in the existing Terms & Conditions document.  

3. Hackathon and Program Details

4. Benefits & Awards

1. Benefits of participating in the Innovation Labs Hackathon and Program

• Enjoy a tech-start-up development framework - from tech idea to an actual business with real clients - developed specifically for early-stage tech start-ups - with an aim to build scalable, future global companies
• Benefit from mentorship - on start-up basics, tailored for building tech MVP for real clients
• Benefit from 1:1 mentorship on specific needs & access to a network of partners & mentors
• Gain access to decision-makers in companies & specific domain knowledge
• Gain access to tech enablers offered by our tech partners with support from industry experts
• Secure access to clients - from testing to customer discovery interviews and sales channels in collaboration with our corporate partners
• Use the visibility offered by our Program, through targeted media exposure
• Develop your soft skills - teamwork, presentation skills, product management skills
• Be part of a vibrant community of like minded people, passionate about using technology to drive real world impact.

2. Awards

General Awards

The following awards will be granted to Teams at the end of the Demo Day event: Best Product, Best Business, Best Scale-up, Best Start-up, and Best Spin-Off. The Best Pitch award will be given based on the public’s vote. The names of these awards can be subject of change.

The Participants will receive no monetary compensation for their participation in the Hackathon or the Program. However, during Your participation in the Hackathon or the Program, You may receive certain items (eg. goodie bags) from the Organizer and/or its Partners.

By accepting these Rules, You acknowledge and certify You do not expect wages, salary, or benefits of any kind from the Organizer and its Partners, other than access to the Program and the Resources (as defined below) and the business development opportunities listed hereinabove or in any additional guidelines provided by the Organizer.

Early Game Ventures Investment

Early Game Ventures (“EGV”), as Strategic Partner of the Organizer, offers a prize consisting of  an investment in an aggregate amount of EUR 500,000 (the “Early Game Investment”) to one or more Teams qualified in the Innovation Labs Program Finals (the Demo Day). The grant of the Early Game Investment is subject to the supplementary terms and conditions in Appendix 2. (“Early Game Investment Supplementary Terms”).

EGV holds exclusive authority in determining the Team eligible to win the Early Game Investment. EGV retains the prerogative to select any Team from the Program’s finalists at its sole discretion, without the obligation to provide additional information or reasoning with regard to its selection process. EGV reserves the right, at its sole discretion, to provide supplementary investments as it deems appropriate.   

5. Fees

Registration in the Hackathon is subject to the fees below. Each Program center can adjust these fees - and the new fees will be publicly available and visible on the registration page.

Currently, all program centers apply below Hackathon registration fees::

Any expenses related to your participation in the Hackathon not explicitly listed here are your sole responsibility.  

Appendix 2.

Early Game Investment Supplementary Terms

To be eligible for the Early Game Investment, a Team must fulfill all requirements below:

1. To be eligible for the Early Game Investment, a Team must be deemed as a “Qualifying Team”. To be deemed as a Qualifying Team, a Team must:

1. include either: (i) at least one Co-founder (meaning an individual who owns at least 15% of the total number of shares in the initial company set-up (pre-investment)) who is a Student (meaning an active undergrad/grad student (“licenta”/”master”) in a Romanian University; or (ii) at least two Students, each owning either (a) at least 10% of the total number of shares in the initial company set-up (pre-investment) in case of early-stage companies; or (b) a percentage lower than 10% of the total number of shares in the initial company set-up (pre-investment) in case of mature companies;
2. provide written expression of interest and written confirmation to the Organizer regarding its fulfillment of all criteria required to compete for the Early Game Investment prize, not later than the end of Phase 1 of the Innovation Labs Program (“Interested Qualifying Teams”);
3. provide (i) written confirmation to Organizer regarding its fulfillment of all criteria herein required to compete for the Early Game Investment prize, not later than the end of Phase 2 of the Innovation Labs Program; (ii) written confirmation of acceptance (email accepted) of these Early Game Investment Supplementary Terms; (iii) accept the general term sheet containing the principal terms and conditions of grant of the Early Game Investment, as made available by Early Game Ventures; (iv) be selected to participate in the Innovation Labs Final – the Demo Day (“Confirmed Qualifying Teams”);  (v) fulfill any other conditions precedent stated herein or otherwise communicated by Organizer and/or Early Game Ventures;
4. obtain final confirmation from the Organizer and EGV that the Team is eligible to win the Early Game Investment.

2. EGV undertakes to perform or have performed an analysis to determine the value of each Confirmed Qualifying Team, and to provide to each Confirmed Qualifying Team for execution, a specific term sheet containing the specific terms and conditions of grant of the Early Game Investment (the “Term Sheet”), in advance of the Demo Day.
3. Each Confirmed Qualifying Team agrees to execute the Term Sheet in advance of the Demo Day.
4. Each Confirmed Qualifying Team having executed a Term Sheet with EGV undertakes, represents, and warrants, in case such Team is selected as receiving the Early Game Investment, that: (i) the Team agrees to cooperate with EGV for the performance of a due diligence (consisting of, but not limited to, a technical, financial, legal and background check); (ii) subject to the successful completion of the due diligence by EGV, the Team agrees to enter a transaction with EGV under terms and conditions substantially similar to those agreed in the Term Sheet, in the form of either a Convertible Note or an Equity Round (the “Transaction”); and (iii) the Team and each Team member will execute and deliver any such documents and perform any such acts as may be necessary to authorize and implement the Transaction.
5. Prior to entering the Transaction with EGV, each Confirmed Qualifying Team agrees to assign, at nominal value,  a stake within the company ranging between 2% and 3% of the total number of shares in the initial company set-up (pre-investment), on a fully diluted basis, to a special purpose vehicle (SPV) controlled by the Tech Lounge Association, which runs and implements the Program (the “Advisory Shares”). For clarity, the Advisory Shares will be dilutive to the Early Game Investment, and the execution and delivery of all documents necessary for the Assignment of the Advisory Shares to the SPV is a condition precedent to obtaining the Early Game Investment, in addition to any other conditions stated herein.
6. Each Team and individual Team member expressly agrees and accepts that the Organizer and EGV are free to decide in their sole discretion whether a Team is Eligible for the Early Game Investment. By accepting these Rules, each Team and individual Team member hereby expressly agree to release the Organizer and EGV of any and all claims based on or related to Organizer and/or EGV’s decision to deem a Team as a Qualifying Team or not, and undertakes: (i) not to, directly or indirectly, challenge Organizer’s or EGV’s decision; and (ii) do any act which could contest or impair in any way EGV’s decision to grant the Early Game Investment to one or more specific Teams.  
7. BY PROVIDING WRITTEN EXPRESSION OF INTEREST TO THE ORGANIZER TO COMPETE FOR THE EARLY GAME INVESTMENT PRIZE, YOU EXPRESSLY AGREE WITH THE EARLY GAME INVESTMENT SUPPLEMENTARY TERMS IN APPENDIX 2., WHICH SHALL BE BINDING UPON EACH ACCEPTING TEAM AND EACH MEMBER OF EACH TEAM(S). YOU FURTHER EXPRESSLY AGREE THAT YOU WILL BE LIABLE FOR ALL DAMAGES RESULTING FROM YOUR BREACH OF THE OBLIGATIONS HEREIN.