Family Wellness Innovation Challenge Rules

The following terms and conditions (“Official Rules”) govern your entry and participation in the Panasonic Well Family Wellness Innovation Challenge (the “Competition”). Your participation in the Competition and submission of a Competition entry constitutes your acceptance of, and agreement to be bound by, these Official Rules. If you agree to these Official Rules on behalf of a Startup** (defined in Section 3.1 below), you represent and warrant that you have the authority to bind the Startup to these Official Rules and your agreement to these Official Rules will be treated as the agreement of such Startup. In that event, unless otherwise indicated, “you” and “your” refer herein to that Startup. 

NO PURCHASE OR PAYMENT NECESSARY. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. THE COMPETITION IS SUBJECT TO ALL APPLICABLE LAWS AND VOID WHERE PROHIBITED.

**Participating Startups must be able to attend the Consumer Electronics Show (“CES 2025”) taking place at the Las Vegas Convention Center, in Las Vegas, Nevada from January 7–10, 2025 to be eligible to receive a Finalist Prize. See Section 11.2 for further details regarding Startup attendance via its designated Representatives (defined below) as a requirement for prize eligibility. 

WE MAY MAKE CHANGES TO THESE TERMS AND CONDITIONS AT ANY TIME. WE WILL PROVIDE AS MUCH NOTICE AS REASONABLY POSSIBLE OF ANY SUCH CHANGES ON THE COMPETITION SITE OR IN OTHER APPROPRIATE MESSAGING. 

1. SPONSOR. 

The sponsor of the Competition is Panasonic Well LLC, with an address at 3460 Hillview Ave, Palo Alto, CA 94304-1338 (“Panasonic Well”).

2. DATES AND TIMELINE. 

2.1 Competition Period. Panasonic Well’s computer will be the Competition’s official clock, and all times are provided in Pacific Time. The Competition begins on October 1, 2024 at 12:00 PM Pacific Time (PT) and ends on January 7, 2025 at 11:59 PM PT (the “Competition Period”). The Competition Period includes the Submission Period followed by the Judging and Selection Period, as further described below. Panasonic Well reserves the right to postpone or modify the start or end date of each of these periods. 

2.2 Submission Period. The “Submission Period” begins on October 1, 2024 at 12:00 AM Pacific Time (PT) and ends on October 25, 2024 at 11:59 PM PT. Please see Section 4 (Entering the Competition) for further information on the submission process.

2.3 Judging and Selection Period. The “Judging and Selection Period” begins on October 26, 2024 at 12:00 AM Pacific Time (PT) and ends on January 7, 2025 at 11:59 PM PT.  Please see Section 10 (Judging Criteria and Selection) for further information on the Competition submissions and activities required for each period of the Competition.

(a) Stage One: Semifinalist Selection. The first judging period of the Competition for the selection of Semifinalists (as defined in Section 10.1) begins on October 26, 2024 and ends on November 29, 2024.  Semifinalists will be individually contacted promptly following the end of this period and will not be publicly announced by Panasonic Well.

(b) Stage Two: Finalist Selection. Following selection of the Semifinalists, among other activities, the Semifinalists will present to a panel of judges, as further described below in Section 10. The Semifinalist presentations will take place on December 5, 2024.

3. ELIGIBILITY REQUIREMENTS; REPRESENTATIVES.

3.1 Eligible Startups. The Competition is only open to valid entities that: (a) are either a U.S. Entity or an entity that Controls, is Controlled by, or is under common Control with a U.S. Entity; (b)  as of the date of entry, generate revenue from the sale of a product or service in the United States in the health and wellness market;  and (c) are in good standing and in compliance with all applicable laws, regulations, rules, and ordinances (collectively “Laws”) in each jurisdiction in which they were formed and/or incorporated, and are operating and are permitted by the Laws of each such jurisdiction to enter and compete in this Competition (each, a “Startup”). In addition, to be eligible to enter the Competition, the Startup must meet the additional requirements in Section 5 (Entry Requirements). As used above, “Control” means the ownership of more than fifty percent (50%) of the issued voting shares or the legal power to direct or cause the direction of the general management of the entity; and “U.S. Entity” means a business entity that is domiciled, incorporated or maintains a physical presence in the United States. 

3.2 Ineligible Persons and Entities. Without limiting Section 3.1 (Eligible Startups), the following persons and entities are not eligible to enter the Competition:

(a) individuals and sole proprietorships;

(b) entities that are managed or majority owned by individuals who: (i) are currently employed by Panasonic Well, or were employed as of January 1, 2024 by Panasonic Well, or any of Panasonic Well’s direct or indirect wholly or majority owned subsidiary, parent or other affiliate companies; (ii) are immediate family (spouse, parents, siblings, or children) or household members of any of the employees or former employees referenced in Section 3.2(b)(i); (iii) are a Competition Judge (defined in Section 9 below) or immediate family (spouse, parents, siblings, or children) or household members of a Competition Judge; (iv) are current employees of an entity in which Panasonic Well has invested and holds an ownership interest; (v) are professionally involved in the development or administration of the Competition; 

(c) entities that are on any restricted or prohibited party list maintained by the U.S. Departments of Commerce, State or the Treasury; and
(d) entities that are residents of, headquartered or domiciled in, or directly or indirectly wholly or majority owned by an entity that is resident of, headquartered or domiciled in: 

• any country, state, province or territory where the laws of the United States or local law prohibits participating in a Competition or receiving a prize in the Competition or a country where a prize cannot be awarded; 
• Cuba, Iran, North Korea, Syria, the Luhansk, Donetsk, or Crimea regions of Ukraine; or 
• any country or territory that may, from time to time, become subject to U.S. export controls or designated as a country that is subject to a general prohibition on U.S. persons engaging in financial and/or export transactions.

All potential winners are subject to eligibility verification before any prizes are awarded. See Section 7 (Verification) for further information. Without limiting any terms or conditions of these Official Rules, Startups acknowledge that a participating Startup may have a pre-existing business relationship with Panasonic Well, its partners or affiliates, or Competition Judges prior to entering the Competition (e.g., via an accelerator program or contact with an investment portfolio company) and such pre-existing relationship will not render the Startup ineligible to participate in the Competition.

3.3 Eligible Representative. The Startup must appoint and authorize an individual director, officer, general manager, owner, or founder of the Startup to act and enter the Competition on its behalf (a “Representative”). Each Representative must be: (a) 18 years or older as of the date of the entry; and (b) above the age of majority in the state or jurisdiction where the Representative resides at the time of entry. The designation of such individual as the Representative means such Representative has been given and has full authority to bind the Startup to these Official Rules. For the avoidance of doubt, by submitting an Entry (defined in Section 4.1 below) to the Competition, each Representative represents and warrants that they are authorized to act on behalf of their Startup and that these rules are binding on the Representative, individually, and their Startup. Representative further warrants that: (i) their Startup has full knowledge of the Representative’s actions and has consented thereto; and (ii) such actions do not violate the policies and procedures of their Startup. Each Startup and its Representative are responsible for ensuring they are in compliance with any employment or other contract to which they are a party, including, for example, authorization to bind the Startup to contracts, including Competition terms, and eligibility to participate in promotions and acceptance of prize awards. 

4. ENTERING THE COMPETITION. 

4.1 How to Enter. To enter the Competition, visit https://well.panasonic.com/challenge (“Competition Site”) during the Submission Period and follow the instructions to submit the required information as set out on the Competition Site. This information, and the submission materials and presentation content described in Sections 5, 6 and 10 (collectively, the “Entry”) must meet the requirements as described below and include elements reflected in Section 5 (Entry Requirements).

4.2 Limitations on Entry. Each Startup (as represented by their designated Representative) may only submit one (1) Entry. Multiple entries will be disqualified and will not be considered, and may disqualify the Startup’s valid Entry altogether. Entries are void if they are in whole or part illegible, incomplete, damaged, altered, counterfeit, obtained through fraud, submitted by an individual other than the Representative, or late. All Entries will be deemed made by the authorized account holder of the email address submitted at the time of entry, and a potential winner may be required to show proof of being the authorized account holder for that email address. The “authorized account holder” is the natural person assigned to an email address by an Internet service provider, online service provider, or other organization responsible for assigning email address for the domain and must be the designated Representative of the Startup.

5. ENTRY REQUIREMENTS. 

5.1 Entry Materials. In addition to following the entry requirement set out in Section 4.1 above, a Startup’s Entry during the Submission Period must include the following: (a) a company profile of the Startup, including name, email address, phone number, and the names of the key team members and their roles in the Startup; (b) a description of the product or service developed (or under development) by the Startup that the Startup wishes to have evaluated [as part of its Entry] (the “Solution”); (c) a summary of the Solution’s functionality  ; and (d) a demo video of up to ninety (90) seconds . Once the Submission Period has ended, the Entry cannot be changed or updated.  Entries submitted outside of the Submission Period are invalid and will not be considered. Incomplete Entries also are invalid and will not be considered. Entries may not be acknowledged and will not be returned. Panasonic Well is not responsible for any errors, omissions, or failures in submission of any Entry or in the Startup not maintaining accurate contact information during the Submission Period.

5.2 Language. All Entries, including any oral presentations, must be in English.

6. ADDITIONAL REQUIREMENTS FOR ENTRIES. 

Each Startup is wholly responsible for its Entry, submission materials, and presentation content, and all parts and elements of its participation in the Competition. By submitting an Entry and participating in the Competition, the Startup represents and warrants that its Entry, submission materials, and presentation content: (a) do not contain any defamatory, offensive, harmful or otherwise inappropriate materials; (b) are original, not copied, in whole or in part, and are exclusively owned by the Startup, and provided for free without any restriction, obligation or limitation on use; (c) do not infringe or misappropriate of any intellectual property rights or confidential or proprietary information of any third party; (d) do not contain any confidential or proprietary information of any entity or person, including the Startup; (e) do not contain any material that violates any privacy or publicity right of any person; (f) do not reflect any duty of attribution, or any compensation obligation; (g) do not contain any content that would violate any law, statute, ordinance, rule or regulation, or any agreement with another person or entity; (h) do not contain software viruses, Trojan horses, worms, time bombs, bots, or any other computer code or files that are designed to disrupt damage, impact, or limit the functioning of any software or hardware in any way; and (i) are true and accurate, and not misleading.  Panasonic Well, in its sole discretion, reserves the right to remove the Entry, submission materials, and presentation content from the Competition Site, in whole or in part, for any violation of these Official Rules.  

7. VERIFICATION. 

Following submission of an Entry, Panasonic Well, its agents and/or the Competition Judges as defined below) will evaluate the Entry for the Startup’s compliance with these Official Rules and satisfaction of the minimum requirements for the Entry to be judged in the Competition. Panasonic Well reserves the right, in its sole discretion, to disqualify any Entry that it ascertains at any time does not meet the requirements for the Entry and these Official Rules during or after the Competition Period, without notice to the Startup or Representative. Panasonic Well further reserves the right before awarding any prize, to have the Startup, through its Representative, execute a declaration (or affidavit) of compliance and agreement with these Official Rules, compliance with all applicable Laws, and/or confirmation of eligibility, the publicity release, and the copyright license in connection with any part of the Competition.

8. INTELLECTUAL PROPERTY.

8.1 Ownership by Startup. Subject to the licenses described below, any applicable intellectual property rights to an Entry (e.g., the submission materials, demo videos and presentation content) will be owned by and remain with the Startup.

8.2 Grant of License. By entering the Competition, Startup grants to Panasonic Well and its affiliates a royalty-free, non-exclusive, worldwide, sublicensable, irrevocable license to display publicly and use the Entry (including any submission materials, demo videos and other presentation content) for any purposes in connection with the Competition or otherwise. This license includes, but is not limited to, the right to use the Entry and the related materials for promotion and marketing of the Competition, posting, or linking to the Entry on Panasonic Well’s and its affiliates’ and partners’ websites and applications, including the Competition Site, and displaying the Entry in any other media, worldwide, including publication of the Startup’s name, Solution description, and any images, video and website URLs part of an Entry.  Each Startup will ensure that Panasonic Well and its affiliates and partners are free to use the Entry in the manner described above, as provided or as modified by Panasonic Well, without obtaining permission or license from any third party and without any compensation to Startup.

8.3 Submission Materials. Each Startup acknowledges that third parties, including other Startups, may submit information and Solutions to Panasonic Well separate from the Competition that may contain information, ideas, concepts, and approaches similar to, or the same as, those any Startup submits or those which are submitted to the Competition, and that Panasonic Well,  and its partners and affiliates, and the Competition Judges may already be working on information, ideas, concepts, and approaches similar to, or the same as, those the Startup submits to the Competition. Nothing herein will constitute an employment, joint venture, or partnership relationship between entrant and Panasonic Well, or its partners or affiliates or the Competition Judges. By entering, each Startup acknowledges and agrees that: (a) the Entry, submission materials, and presentation content are public information and will not be treated as confidential, and (b) all Panasonic Well’s actions with respect to another entry or work of its own or of any third party, even if similar to, or the same as, the Startup’s Entry, do not and will not create any liability or obligation of any kind to Startup or others involved in the Competition. 

9. JUDGING. 

Panasonic Well will select a panel of judges (the “Competition Judges”) to review and evaluate eligible Entries during the Competition Period as further detailed in Section 10 (Judging Criteria and Selection). Competition Judges may include employees or officers of Panasonic Well, Panasonic Well’s partners and affiliates and/or external industry specialists. All decisions of the Competition Judges and Panasonic Well are final, non-appealable, and binding, and in their sole discretion, applying to the criteria to the Entries. By participating in the Competition, each Startup agrees and acknowledges that it has no right to request, and Panasonic Well has no obligation to provide, any feedback to the Startup, or to disclose the score or assessment given to the Startup’s Entry at any time during or after the Competition. 

10. JUDGING CRITERIA AND SELECTION.

10.1 Initial Review Criteria. Eligible Entries will be reviewed by Competition Judges to select ten (10) Eligible Entries as the top Startups (each, a “Semifinalist”) to participate in the live presentations and Finalist selection process as described in Section 2.3(b).  Competition Judges will score these Entries according to the following criteria: (a) the business value potential of the Solution; (b) strategic alignment with Panasonic Well; (c) partnership commercialization potential; (d) integration potential, including API integration capabilities; and (e) technological capabilities. Finalists will be notified promptly following the conclusion of the Finalist selection period described in Section 2.3(b) and will be identified on the Competition Site. For the avoidance of doubt, Panasonic Well may use and display such Entry and all related submission materials on the Competition Site, Panasonic Well properties, or on third party partner sites pursuant to Section 8.2 and Section 15.

10.2 Presentation and Selection. As the final part of the Judging and Selection Period, each of the ten (10) Semifinalists will present their business and Solution (which may include updates or changes from the Entry and related submission materials) by a video conference (e.g., via Zoom or Microsoft Teams) (the “Live Presentation”) on December 5, 2024 at a time designated in advance by Panasonic Well; Semifinalists will receive notice of their specific presentation time accordingly. Prior to presenting to the Competition Judges, each Semifinalist may be required to enter into a separate nondisclosure agreement with Panasonic.  

Each Semifinalist must give a Live Presentation  and answer follow-up questions for up to ten (10) minutes. During the Judging and Selection Period, Panasonic Well reserves the right to contact Semifinalists with additional questions regarding their Entries. Semifinalists must use reasonable best efforts to be available for such inquiries in the format designated (e.g., via email, telephone or video conference ) and will receive reasonable advance notice from Panasonic Well to schedule the same as needed.  Competition Judges will evaluate Semifinalists based on the same criteria set forth above, as well as the Live Presentation content. 

Competition Judges will provide their evaluations to Panasonic Well which will verify the Entries, and based on the evaluations of the Competition Judges, select in its sole discretion one (1) first place Finalist and four (4) second place finalists (each a “Finalist”). The Finalists winners of the Competition will be announced after the completion of the Judging and Selection Period on or around January 7, 2025 and may be identified on the Competition Site, Panasonic Well properties, or on third party partner sites. 

11. COMPETITION PRIZES.

11.1 Finalist Prizes. Subject to satisfaction of the CES Attendance Requirement (as described in Section 11.2), one (1) “Grand Prize” will be awarded to the first place Finalist and one (1) “Second Place Prize” will be awarded to each of the four (4) second place Finalists. The Finalist Prizes will be comprised of the following cash prizes and the CES Prize Package (defined below):

• Grand Prize: One (1) cash award in the amount of five hundred thousand dollars ($500,000.00 USD) and one (1) CES Prize Package.
• Second Place Prize: One (1) cash award in the amount of one hundred twenty-five thousand dollars ($125,000.00 USD) and one (1) CES Prize Package. 
• The “CES Prize Package” is comprised of:

1. Two (2) passes to attend CES 2025 (approximate retail value (ARV): three thousand thirty four hundred dollars ($3400.00 USD) and 
2. The following trip package for two (2) designated members of the applicable Finalist teams (each a “Team Attendee”): 
3. Hotel: Accommodations for the Team Attendees will be provided during CES 2025 and will be arranged by Panasonic Well;
4. Per diem: Each Team Attendee will receive one hundred dollars ($100.00 USD) per each day of travel and attendance of CES 2025 up to a maximum of six (6) days; 
5. Roundtrip air fare: Each Team Attendee will be responsible for arranging air travel to CES 2025 the ticket price for which will be eligible for reimbursement by Panasonic Well up to one thousand dollars ($1,000.00 USD), provided the following requirements are satisfied:  
6. For domestic air travel within the U.S.: the lowest fare coach/economy fare must be booked with advance purchase, excluding basic economy fares;
7. For international air travel over 6 hours in flight time:  Premium economy can be booked with advance purchase; and the purchase of higher cost upgradeable fares is not reimbursable.
   

For airfare reimbursement requested under Section 2(c), the Team Attendee must  furnish Panasonic Well with copies of receipts and any other documentation requested by Panasonic Well. 

All expenses and incidental travel costs not specifically stated in these Official Rules are the sole responsibility of the Finalist and/or Team Attendee. 

The CES Prize Package is non-transferable. No substitution of prizes will be made except in Panasonic Well’s sole discretion. Panasonic Well will not replace any lost or stolen prizes and is not responsible for any lost, mutilated or stolen tickets, passes or vouchers. Panasonic Well is not responsible if CES 2025 is delayed, postponed or cancelled for any reason or where a Team Attendee is deemed ineligible to participate for reasons outside of Panasonic Well’s control (including, without limitation, a Team Attendee’s failure to provide complete any required registration forms) in which event some or all of the prize may be forfeited in its entirety and no substitution will be provided except in Panasonic Well’s sole discretion. Finalists and their Team Attendees are solely responsible for (i) their own conduct while accepting a prize and agree to comply with all applicable laws and regulations; and (ii) any and all federal, state, provincial and local taxes, if any, that apply to prizes.   Actual value of trip portion of prize package depends on city, day, and time of departure and the ARV is nine thousand one hundred dollars ($9,100.00 USD). The difference between any stated value and actual value will not be awarded. 

The total ARV of all prizes to be awarded is one million thirty-nine thousand dollars five hundred dollars ($1,039,500.00 USD).

11.2 CES Attendance Requirement. Each Finalist must attend CES 2025 by having at least two (2) team members from the Finalist Startup team (one of which will be a Representative of the Startup as defined in Section 3.3 above) attend CES 2025 with such team members appearing at the designated promotional event held/sponsored/hosted by Panasonic Well during CES 2025 (the “CES Attendance Requirement”). The location and time of the promotional event will be communicated to the Finalists in writing in advance of the date of the event (email is sufficient for notice). 

11.3 Award of the Prizes. The Finalists, including each member of a Finalist Startup team, may be required to sign and return an affidavit of eligibility and publicity/liability release. Panasonic Well will have no responsibility for dividing the cash award portion of any prize between Finalist Startup team members, as applicable. If a selected Finalist cannot be contacted, fails to claim their prize, fails to timely return all required affidavits of eligibility and publicity/liability releases in accordance with the timing communicated with the notice and/or announcement, or does not satisfy the CES Attendance Requirement, the prize may be forfeited and Panasonic Well may select an alternate Finalist Startup as the applicable Finalist winner. The cash prize award portion of the prizes will be payable in U.S. dollars and made by check or electronic payment to the designated account indicated in writing by the Finalist’s Representative subject to verification by Panasonic Well. Finalist agrees to cooperate with Panasonic Well to enable timely payment of cash award. The cash award portion of the Grand Prize will be paid in two (2) tranches of two hundred and fifty thousand dollars ($250,000.00 USD): (i) the first payment will be made within thirty (30) days of January 7, 2025, and (ii) the second payment will be made within sixty (60) days of the date of the check or the date the first payment is transferred to the designated account, whichever is applicable, with full payment provided no later than March 31, 2025.  The cash prize portion of the Second Place Prizes will be paid within thirty (30) days of January 7, 2025. 

12. DATA COLLECTION AND PRIVACY. 

Panasonic Well may collect personal data from and about a Startup and its Representatives online, including without limitation, name, postal and email addresses, phone number and any other materials provided or collected through the Entry, submission materials and presentation content in accordance with the Panasonic Well Privacy Policy , and as otherwise described in these Official Rules. By participating in the Competition, the Startup and its Representative each expressly agree to the collection and use of personal information submitted, and that of the Startup’s officers, directors and employees or representatives participating directly or indirectly in the Competition, consistent with the Panasonic Well Privacy Policy found at https://well.panasonic.com/legal/privacy-policy in connection with the activities of Panasonic Well in promoting and administering the Competition, and its business related to the Competition. 

13. DISCLAIMERS AND DISQUALIFICATION.  

13.1 Disclaimer. Panasonic Well is not and will not be responsible for lost, late, incomplete, or misdirected entries; lost, interrupted or unavailable network, server or other connections; miscommunications, computer or software malfunctions; transmission problems; technical failures; garbled transmissions; damage to user’s software or transmission devices; or other errors or malfunctions of any kind, whether human, mechanical, electronic or otherwise that may occur in connection with the Competition.

13.2 Assumption of Risk. Each Startup assumes any and all risks associated with the posting and use of the Entry, submission materials, and presentation content, travel and activities arising from or in connection with the Competition, and expressly waives and releases any and all claims or causes of action against Panasonic Well, their officers, employees, representatives, and agents for any and all injury and damage of any nature whatsoever (whether existing or thereafter, whether direct, indirect, or consequential, and whether foreseeable or not), arising from the Entry, submission materials and presentation content, including but not limited to the ideas submitted to the Competition, and any travel or other activities arising from or in connection with the Competition.

13.3 Force Majeure. If for any reason, the Competition is not capable of proceeding as planned for reasons outside the control of Panasonic Well, including without limitation, restrictions or other limitations, which in the sole discretion of Panasonic Well, may impact the administration, security, fairness, integrity or proper conduct of the Competition (or any portion thereof), Panasonic Well reserves the right, to cancel, terminate, modify, or suspend the Competition (or any portion thereof).  In such event, Panasonic Well will have no further obligation to any Startup.

13.4 Disqualification. Panasonic Well reserves the right to disqualify any Startup in its sole discretion, including if it or its Representative or other individuals associated with it, are found to be: (a) tampering or attempting to tamper with the entry process or the operation of the Competition, or any website maintained or operated by Panasonic Well; (b) using any robotic, macro, automatic programmed or like type of entry methods; (c) violating these Official Rules; or (d) engaging in unethical, inappropriate or disruptive action or conduct, or taking any action inconsistent with these Official Rules, the fairness of the Competition and the reputation of Panasonic Well.

13.5 No Obligations. Each Startup also acknowledges and agrees that participation in the Competition, receipt of a prize and/or designation as a Semifinalist, Finalist, or winner does not create any obligation on the part of Panasonic Well to promote, use in any way, or to take any further action regarding the Entry, submission materials or presentation content of the Startup or the Startup’s involvement in the Competition apart from these Official Rules.

13.6 Other Business. Each Startup also acknowledges and agrees that Panasonic is a public company with numerous business lines and an active investment and acquisition program (together, “Other Business”). Each Startup acknowledges that certain Other Business may be, or may become, competitive with it. Each Startup agrees that Panasonic Well will not be liable to that Startup for any claim substantially arising out of the Panasonic’s investment in Other Business.

14. WARRANTIES. 

Without limiting any other terms of these Official Rules, by participating in the Competition, each Startup represents and warrants that its participation will comply with these Official Rules and that it has sufficient rights in the Entry (including the related submission materials and presentation content) to authorize the publication and dissemination thereof as contemplated in these Official Rules. No Startup will seek the assistance of any officer, director, employee of Panasonic Well apart from these Official Rules and the Competition to attempt to gain any advantage. 

15. STARTUP MARKS. 

Without limiting Section 8.2, each Startup expressly grants Panasonic Well and Panasonic Well’s affiliates a license and consent to use, in its sole discretion, the name, logo and associated trademarks, if any, of the Startup and the Entry, provided as part of or in connection with the submission materials and presentation content, in whole or in part, in connection with the Competition and the business of Panasonic Well, in any form of media, now known or hereafter created, worldwide, without further permission, payment, or any other consideration. 

16. PANASONIC WELL IP. 

Panasonic Well reserves all rights in its name, trademarks, service marks, logos, any copyrighted material or any other intellectual property of Panasonic Well (collectively, “Panasonic Well IP”).  Nothing in these Official Rules will limit Panasonic Well from promoting the Competition and the background and story of the Competition, including any Startup’s participation in the Competition in Panasonic Well’s sole discretion. Startup will not use any Panasonic Well IP without the express written consent of Panasonic Well, which Panasonic Well may withhold in its sole discretion. Further, Startup agrees that it will not use as its own, any service mark, service name, trade name, trademark, design or logo(s) which are confusingly similar to those part of or otherwise embodied in the Panasonic Well IP. 

17. RELEASE AND LIMITATION OF LIABILITY. 

17.1 LIMITATION OF LIABILITY. BY PARTICIPATING IN THE COMPETITION, EACH STARTUP (ON BEHALF OF ITSELF, ITS EMPLOYEES, TEAM MEMBERS AND ANY OTHER REPRESENTATIVES), AGREES AND ACKNOWLEDGES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE COMPETITION, INCLUDING AS APPLICABLE ANY PRIZE AWARD, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (B) ANY AND ALL CLAIMS, JUDGMENTS, SETTLEMENTS, AND AWARDS WILL BE LIMITED TO REASONABLE, ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY) NOT TO EXCEED $1,000.00 USD, BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (C) UNDER NO CIRCUMSTANCES WILL ANY STARTUP (ON BEHALF OF ITSELF, ITS EMPLOYEES, OFFICERS OR DIRECTORS, AND ANY OTHER REPRESENTATIVES) BE PERMITTED TO OBTAIN ANY AWARD FOR, AND HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHT TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS, AND/OR ANY OTHER TYPE OF DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET THIRD PARTY EXPENSES ACTUALLY INCURRED (IF ANY) NOT TO EXCEED $1,000.00 USD, OR ANY RIGHT TO HAVE ANY DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (D) EACH STARTUP (ON BEHALF OF ITSELF, ITS EMPLOYEES, DIRECTORS OR OFFICERS, AND ANY OTHER REPRESENTATIVES) IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.

17.2 Exceptions. Nothing in the Official Rules will exclude or limit the liability of either party to the other for: death or personal injury arising out of negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by law.

18. INDEMNIFICATION. 

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD PANASONIC WELL, AND EACH OF ITSAFFILIATES (AND COMPETITION JUDGES, AND ANY OTHER PERSONS ADMINISTERING THE COMPETITION) AND EACH OF THEIR EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, AFFILIATES, DIRECTORS, EMPLOYEES, OFFICERS, MANAGERS, AND SHAREHOLDERS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY DAMAGE, LOSS, COST, OR EXPENSE (INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) INCURRED IN CONNECTION WITH ANY THIRD-PARTY CLAIM, DEMAND, OR ACTION (“CLAIM”) BROUGHT OR ASSERTED AGAINST ANY OF THE INDEMNIFIED PARTIES, ALLEGING FACTS OR CIRCUMSTANCES THAT WOULD CONSTITUTE A BREACH OF ANY PROVISION OF THE THESE OFFICIAL RULES BY THE STARTUP OR ARISING FROM, RELATED TO, OR CONNECTED WITH (1) YOUR ENTRY, SUBMISSION MATERIALS, PRESENTATION CONTENT AND PARTICIPATION IN ANY WAY IN ANY ASPECT OF THE COMPETITION, INCLUDING RECEIPT OF ANY PRIZE, AND (2) YOUR PRODUCTS AND SERVICES. IF YOU ARE OBLIGATED TO PROVIDE INDEMNIFICATION PURSUANT TO THIS PROVISION, PANASONIC WELL MAY, IN PANASONIC WELL’S SOLE DISCRETION, CONTROL THE DISPOSITION OF ANY CLAIM AT YOUR SOLE COST AND EXPENSE. WITHOUT LIMITATION OF THE FOREGOING, YOU MAY NOT SETTLE, COMPROMISE, OR IN ANY OTHER MANNER DISPOSE OF ANY CLAIM WITHOUT PANASONIC WELL’S EXPRESS WRITTEN CONSENT.

19. GENERAL TERMS.

19.1 Waiver; Headings; Interpretation. Any failure to enforce any terms of these Official Rules will not constitute a waiver of that provision or limit Panasonic Well from enforcing that term later in connection with the Competition. The headings in these Official Rules are inserted for convenience and identification only, and are not intended to describe, interpret, define or limit the scope or intent of these Official Rules for the Competition. By submitting an Entry, each Startup waives any right it may have to claim ambiguity of these Official Rules or any advantage or any impact on interpretation of these Official Rules that may arise from any such ambiguity claim. These Official Rules will be construed by Panasonic Well in its sole discretion, its decisions will be binding and final.

19.2. Governing Law and Jurisdictions. All issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules and/or the rights and obligations of each Startup, and of any related or authorized individual or entity of the Startup, or the rights and obligations of Panasonic Well, Competition Judges and anyone involved in administering the Competition will be exclusively governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other country or jurisdiction. Any litigation arising out of, in connection with, or relating to these Official Rules must be filed and pursued exclusively in the State or Federal courts in the Northern District of California and each Startup participating in the Competition, and any related person or entity, consents to the jurisdiction of and venue in the state or federal courts in the Northern District of California.

20. WINNER’S LIST. 

For a list of prize winners, contact Panasonic Well at partners@well.panasonic.com following the conclusion of the Competition.