Terms & Conditions
The International Finance Corporation (“IFC”), part of the World Bank Group, is sponsoring the TechEmerge Brazil Health Program (the “Program”), a matchmaking initiative that brings together health technology innovators from around the world with healthcare providers in Brazil to pilot new technologies and build commercial partnerships. The Program is holding an Open Call, where health tech companies from around the world, including home-grown Brazilian companies, can apply to participate in the Program.
TECHEMERGE BRAZIL HEALTH OPEN CALL DESCRIPTION: The Open Call submission period begins at 12:01 AM Eastern Time on February 5, 2018 and ends at 11:59 PM Eastern Time on March 10, 2018 ("Open Call Period"). By participating in the Open Call, each entrant unconditionally accepts and agrees to comply with and abide by these Terms & Conditions and the decisions of IFC, which shall be final and binding in all respects. IFC reserves the right to make changes at any time to these Terms & Conditions and to any additional terms and policies referenced herein. Any such changes will become effective upon notice via online posting or other means of wide dissemination.
ELIGIBILITY: The Open Call is open to any private company operating lawfully in any country or territory, that has a proven product, installed in one or more clients.
HOW TO ENTER: To enter go to the website located at techemergebrazil.org (the “Open Call Website”), complete the Official Application Form, and enter your Submission (the “Submission”) demonstrating the Submission's capabilities and functionality as required by the instructions posted on the Program Website. Each Submission entered into the Open Call should meet the Evaluation Criteria as described on the Program website. Any Submission that, in IFC's sole discretion, does not meet the Submission Requirements will be disqualified.
REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION: By participating in the Open Call, each entrant represents, warrants, and covenants as follows: (a) entrant is the sole author, creator, and owner of the Submission; (b) the Submission is not the subject of any actual or threatened litigation or claim; (c) the Submission does not and will not violate or infringe upon the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party; (d) the Submission does not and will not contain any harmful computer code (sometimes referred to as "malware," "viruses" or "worms"); and (e) the Submission, and entrants’ use of the Submission, does not and will not violate any applicable laws or regulations, including, without limitation, applicable privacy laws or export control laws and regulations of the U.S. or any other jurisdictions; (f) all information provided in the entry is true and correct in all respects; (g) the activities described in the Submission are not excluded activities listed on the IFC Exclusion List; and (h) the activities and technology described in the Submission are consistent with the IFC Sustainability Framework and the IFC Performance Standards. If the Submission includes any third party works (such as third party content or open source code), entrant must be able to provide, upon IFC's request, all appropriate licenses, ownership assignments and releases for such third party works. In the event an entrant cannot provide all required licenses, ownership assignments and releases, IFC reserves the right, in IFC's sole discretion, to disqualify the applicable Submission, or seek to secure the licenses, ownership assignments and releases for IFC's benefit and allow the applicable Submission to remain in the Open Call. Entrants will indemnify, defend, and hold harmless IFC from and against all third-party claims, actions, or proceedings of any kind and from any and all damages, liabilities, costs, and expenses relating to or arising from entrant's Submission or any breach or alleged breach of any of the representations, warranties, and covenants of entrant hereunder. IFC reserves the right to disqualify any Submission that IFC, in its sole discretion, deems not to comply with these Terms & Conditions.
SUBMISSION LICENSE: EACH ENTRANT RETAINS TITLE AND FULL OWNERSHIP IN AND TO THEIR SUBMISSION. ENTRANT EXPRESSLY RESERVES ALL INTELLECTUAL PROPERTY RIGHTS NOT EXPRESSLY GRANTED UNDER THIS AGREEMENT. By participating in the Open Call, each entrant hereby irrevocably grants to IFC a limited, non-exclusive, royalty free, worldwide, license and right to use the Submission to the extent necessary to administer the Program, and to IFC to publicly perform and publicly display the Submission, including, without limitation, for marketing, advertising and promotional purposes relating to the Program.
PUBLICITY RELEASE: By participating in the Open Call, in addition to any other grants granted herein or which may be granted in any other agreement entered into between IFC, on the one hand, and any entrant in the Open Call, on the other hand, each entrant hereby irrevocably (a) grants to IFC and its contractors and representatives the right to use such entrant's name in any and all media for any purpose, including, without limitation, marketing, advertising and promotional purposes relating to the TechEmerge Program and (b) releases IFC and its contractors and representatives from any liability with respect thereto.
By submitting an application, participating companies agree to comply with IFC’s disclosure and privacy policies. For more details, refer to IFC Access to Information Policy
FINALIST SELECTION: The evaluation criteria set forth in the description of the Open Call will be applied and the finalists will be selected at the sole discretion of IFC. By participating in the Open Call, each entrant into the Open Call acknowledges and agrees to be bound by and not challenge the final decisions of IFC.
NOTICE TO FINALISTS: Attempts to notify potential finalists will be made using the contact information provided on the finalist’s Application Form. IFC is not responsible for e-mail or other communication problems of any kind. If, despite reasonable efforts, a potential finalist does not respond within five (5) days of the first notification attempt (or a shorter time if deemed necessary by IFC), or if any potential finalist is found to be ineligible, or if he or she has not complied with these Terms & Conditions they will be disqualified and IFC, in its sole discretion, will determine whether to select an alternate finalist.
TERMINATION: In the event IFC, in its sole discretion, deems that an insufficient number of eligible entries are received, or that IFC is prevented from continuing with the Open Call and/or Program overall, as contemplated herein by any event beyond its control, including, without limitation, fire, flood, natural or man-made epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis, order of any court or jurisdiction, or other cause not reasonably within IFC's control ("Force Majeure"), IFC shall have the right to modify, suspend, or terminate the Open Call and/or the Program.
PRIZES: No Cash prizes are guaranteed for this Open Call. Certain finalists may be invited to participate in interviews and further evaluation by the IFC. Finalists may be invited to meet with Health Care Providers in Brazil and may be invited to apply for grant funding. Finalists are not guaranteed to be invited to interviews or meetings or to be invited to apply for grant funding, and no such guarantees shall be implied. IFC does not in any way commit to finance any entry to the Open Call.
ADDITIONAL CONDITIONS: Funding and support, if any, will be subject to IFC’s legal conditions. Entrants may also be subject to applicable laws and additional or modified terms, conditions and requirements, including (without limitation) the execution and return of certain other agreements, such as a declaration of eligibility, a liability release, a publicity release and/or third party consents (e.g., to disclose investor names). If finalists receive grant funding to implement a pilot project with a Brazilian Healthcare Provider participating in the Program, the finalists agree to pay a service success fee of two percent of any commercial contracts that occurs with the Healthcare Provider within a 1-year period post pilot.
DATES/DEADLINES: IFC reserves the right, in addition to those other rights reserved herein, to modify any dates or deadlines set forth in these Terms & Conditions or otherwise governing the Open Call and Program overall.
GENERAL LIABILITY RELEASE/FORCE MAJEURE: Each entrant agrees that IFC and its contractors and representatives shall not be responsible or liable for any losses, damages, expenses, liabilities, or injuries of any kind (including death) claimed to have resulted from participation in the Open Call, or the Program Website, or any Program related activity. Entrants will indemnify, defend, and hold harmless IFC and its contractors and representatives, from and against all third-party claims, actions, or proceedings of any kind and from any and all damages, liabilities, costs, and expenses relating to or arising from entrant's participation in the Open Call, or any Program activity. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL IFC OR ITS CONTRACTORS OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE OPEN CALL OR PROGRAM ACTIVITIES, EVEN IF IFC OR ITS CONTRACTORS OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Neither IFC nor any of its contractors or representatives assume responsibility for any damage to an entrant's computer system which is occasioned by accessing the Program Website or participating in the Open Call, or for any computer system, phone line, hardware, software, or program malfunctions, or other errors, failures, delayed computer transmissions, or network connections that are human or technical in nature. Without limiting the generality of the foregoing, neither IFC nor any of its contractors or representatives are responsible for incomplete, illegible, misdirected, misprinted, late, lost, damaged, or stolen entries or finalist notifications; or for lost, interrupted, inaccessible, or unavailable networks, servers, satellites, Internet Service Providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer transmissions or other communications; or for any technical malfunctions, failures, difficulties, or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. IFC reserves the right in its sole discretion to disqualify any entrant who is found to be tampering with the entry process or the operation of the Open Call or Program Website, to be acting in violation of these Terms & Conditions, or to be acting in a disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Open Call, or to annoy, abuse, threaten, or harass any other person, and IFC reserves the right to seek damages and other remedies from any such entrant to the fullest extent permitted by law. If the Open Call is terminated for Force Majeure before expiration of the Open Call Period, IFC may in its sole discretion, but is not required to, select finalists from all eligible, non-suspect entries received as of the date of the event giving rise to the termination. These Terms & Conditions cannot be modified or amended by entrants or other users of the Program Website in any way except in a written document issued in accordance with the law by a duly authorized representative of IFC. The invalidity or unenforceability of any provision of these Terms & Conditions shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms & Conditions shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.
GOVERNING LAW/JURISDICTION: ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION, AND ENFORCEABILITY OF THESE TERMS & CONDITIONS OR THE RIGHTS AND OBLIGATIONS OF ENTRANTS OR IFC IN CONNECTION WITH THE OPEN CALL, OR PROGRAM OVERALL, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ABSENT AMICABLE SETTLEMENT, ALL DISPUTES SHALL BE SETTLED UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (THE “RULES”) BY ONE OF MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH THE RULES. THE PLACE OF ARBITRATION SHALL BE NEW YORK AND THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. NOTHING IN THESE OFFICIAL RULES AND NO SUBMISSION BY IFC TO ARBITRATION SHALL BE CONSTRUED AS A WAIVER, RENUNCIATION OR MODIFICATION OF ANY IMMUNITIES, PRIVILEGES OR EXEMPTIONS OF IFC ACCORDED UNDER ITS ARTICLES OF AGREEMENT, INTERNATIONAL CONVENTION OR ANY APPLICABLE LAW.
FINALIST LIST/OFFICIAL RULES: To obtain any legally-required finalists list (after the conclusion of the Open Call) or a copy of these Terms & Conditions, send a self-addressed envelope with the proper postage affixed to: International Finance Corporation, Attn: Loretta Foran, TechEmerge Program, 2121 Pennsylvania Avenue, NW, Washington, DC 20433 USA. Please specify "finalists list" or "Terms & Conditions" and TechEmerge Brazil Health Program in your request.