Grant Challenge Terms and Conditions

ELIGIBILITY

Participation in the 2023 TIMING Grant Challenge (the “Challenge”) is open to persons meeting these eligibility requirements. Entrants must be professionally engaged in laboratory-based scientific research and have attained at least the age of majority in their jurisdiction of residence (entrants must, in any event, be at least 18 years of age). Employees, officers, directors, agents, representatives and independent contractors of any Sponsor (or its subsidiaries or affiliated companies), together with their immediate family members and members of the same households (whether related or not), are not eligible to participate. Also ineligible are (1) residents of Cuba, Iran, North Korea, Russia, Sudan, Syria or any country subject to U.S. embargo; (2) any persons (including businesses, research institutions, government and private organizations, individuals, and other types of legal persons) on the U.S. government’s Denied Persons List, Specially Designated Nationals list, Entity List, Unverified List or any other similar list maintained by the U.S. government or any other government to whose laws the Sponsor (including the HHS Office of the Inspector General List of Excluded Individuals/Entities), its subsidiaries or affiliated companies, the Challenge or such person is subject, and all individuals employed thereby or otherwise associated therewith; and (3) any persons for whom it would be illegal to participate in or win the Challenge, or with or to whom it would be illegal for the Sponsors to interact or award the prize as contemplated herein. No purchase necessary. The Challenge is subject to all applicable laws and regulations, and is void where prohibited or where registration, bonding or language translation is required.

HOW TO ENTER

The Challenge begins on October 25, 2023 at 12:01 a.m. (EST) and ends on December 10, 2023 at 11:59 p.m. (PST); entries must be submitted during that period to be eligible. The contest is open to all researchers who meet the above eligibility requirements, including those who have previously purchased services from CellChorus Inc. (“CellChorus”). The contest is open to researchers who have not been the winner of another CellChorus contest or program in the past year. To enter, participants must submit digitally at cellchorus.com/2023-challenge. The application must include: (1) the participant’s full name, primary academic or business email address, telephone number, and any other contact information required by the Sponsors; (2) the name of the participant’s primary institution or company of employment or study; (3) a descriptive title for the proposed project; (4) a proposal demonstrating how the applicant will integrate data from CellChorus dynamic single-cell assays in their field of research; and (5) one or more proposed protocols including materials such as a list of cells, reagents, capture beads and other required materials. Proposals may include up to ten (10) assays run on the CellChorus TIMING platform. Applications become the property of the Sponsors. The Sponsor makes no guarantee or warranty with respect to the security or confidentiality of applications or the application process. By entering, the participant gives permission to the Sponsors to contact the participant regarding the Sponsors’ products and services, whether or not the participant is chosen as the winner. Each participant shall be entitled to make up to two (2) entries into the Challenge only. In the event that the Sponsors deems a participant to have made more than two (2) applications to enter or to have acted in bad faith with respect to the Challenge, the participant shall be excluded from the Challenge and consequently ineligible to win the prize, as defined below.

SELECTION OF RECIPIENTS AND NOTIFICATIONS

One or more winners will be selected from all qualified applications by a panel of the Sponsor’s choosing, who will choose the application that, in the sole discretion of the Sponsor, best makes use of the prize to demonstrate the power of the TIMING platform while giving consideration to novelty, HUBzone participants, new and underrepresented investigators, and other factors. The decision of this panel will be final and binding and shall not be subject to review or appeal by any participant or by any third party. The selected winners will be attempted to be notified by email within approximately five (5) business days after selection. If the selected winners have not responded to email inquiries within three (3) days, the Sponsor will attempt to contact the winner by telephone. If the winner cannot be reached by telephone within forty-eight (48) hours of first telephone attempt to notify such winner, the prize may be forfeited and an alternate winner may be selected, based on the criteria set forth above, at the Sponsor’s discretion. The odds of winning depend on the number of eligible entries received.

PRIZE DESCRIPTION AND CONSUMER DISCLOSURE

Up to ten (10) dynamic single-cell assays conducted in a CellChorus facility (or a facility chosen by the Sponsors) using protocols, cells and other materials (at the discretion of the Sponsors) shipped or otherwise provided to the selected laboratory.

RESTRICTIONS APPLY

Cells with adequate quality and quantity (and cryopreserved as applicable) to be run on the proposed assays must be provided together with required protocols and reagents (in accordance with the instructions to be provided to the winner) by January 15, 2024 unless otherwise agreed by the Sponsor. The prize may not be transferred or assigned; no substitutions or cash equivalents are allowed. The winner may be required to execute and return an affidavit of eligibility/release of liability/publicity release (where legal) within seven (7) days of first notification attempt. If the winner fails to return the affidavit/release by the deadline, the prize may be forfeited and an alternate winner may be selected, based on the criteria set forth above, at the Sponsor’s discretion. The participant understands and agrees that no ideas, information or materials that are submitted to or otherwise provided to the Sponsor in connection with the Challenge will be returned, and that the Sponsor makes no guarantee or warranty with respect to the security or confidentiality thereof. All taxes on the prize and reporting thereof, and any other costs, fees and expenses relating to the prize or the Challenge, are the sole responsibility of the winner and/or the winner’s institution or company. By submitting an application or accepting the prize, the participant agrees on behalf of the participant and the participant’s institution or company: (1) to be bound by these official rules; (2) that the Sponsor shall retain full authority, in their sole discretion, to interpret and administer these rules; (3) that any dispute with regard to the conduct of the Challenge, rule interpretation or award of the prize, shall be resolved by the Sponsor, whose decision shall be binding and final; (4) to be bound by all decisions and interpretations made in good faith by the Sponsor; and (5) that all use of CellChorus products and/or services will be subject to CellChorus standard terms and conditions of sale. Furthermore, the participant represents and warrants that: (1) the participant meets the eligibility requirements of the Challenge; (2) the participant has obtained all required authorizations and permissions from the participant’s institution or company; (3) entering into the Challenge does not and will not violate any law or regulation, or any of the institution’s or company’s rules or policies; and (4) the information contained in the application is true and correct in all material respects and is owned or rightfully possessed by the participant without restriction on disclosure. The Sponsor may refuse to award the prize if the Sponsor determines in their sole discretion that doing so would likely result in a violation of an applicable law, rule, or policy.

USE OF RECIPIENT’S NAME AND LIKENESS

The participant acknowledges and agrees that, if the participant is selected as one of the winners, the participant’s name, biographical information, likeness, the name of the participant’s institution or company and the project title (excluding further project details) may, without further compensation, be published on one or more Sponsor website(s) and, at the Sponsors’ discretion, through social media. By accepting the prize, the winner grants to the Sponsors, on behalf of the winner and the winner’s institution or company, the right, at any time and from time to time, to print, publish, broadcast and use, worldwide and in any media now known or hereafter developed (including, but not limited to, social media, the Internet and the world wide web), the winning participant’s name, biographical information, (if provided by the participant) image, likeness, the name of the winning participant’s institution or company and the project title (excluding further project details).

PUBLICATIONS AND PRESENTATIONS

It is the objective of both parties that the winners will present results from the proposed study in one or more publications. It is understood that CellChorus will be enabled to use such results to create marketing materials. Results of these studies are expected to lead ultimately to high profile publications and will be presented in conferences.

INDEMNITY, DISCLAIMER AND LIMITATION OF LIABILITY

By participating in the Challenge, the participant agrees on behalf of the participant and the participant’s institution or company to release, discharge, indemnify and hold harmless the Sponsor and their respective affiliates, subsidiaries, officers, directors, employees, agents and representatives from all liability for any injury, loss or damage, including death or property damage, due in whole or part, directly or indirectly, to the participation in the Challenge or the acceptance, possession, use or misuse of the prize. The Sponsor has not made any warranty, representation, or guarantee, express or implied, in fact or in law, with respect to the prize, including, without limitation, to such prize’s quality or fitness for a particular purpose. THE SPONSORS ARE NOT RESPONSIBLE FOR LOST, LATE, STOLEN, INCOMPLETE, ILLEGIBLE, INACCURATE, UNDELIVERED, DELAYED OR MISDIRECTED ENTRIES, OR FOR ANY COMPUTER, THE INTERNET, EMAIL, TELEPHONE OR TECHNICAL MALFUNCTIONS OR DELAYS, OR FOR ANY HUMAN ERRORS THAT OCCUR IN THE PROCESSING, TRANSMISSION OR RECEIPT OF ENTRIES, OR FOR INACCURATE TRANSCRIPTION OF ENTRY INFORMATION, OR IF THE CHALLENGE IS NOT CAPABLE OF BEING CONDUCTED AS PLANNED, INCLUDING BUT NOT LIMITED TO INFECTION BY COMPUTER VIRUSES, BUGS, TAMPERING, UNAUTHORIZED INTERVENTION, FRAUD, TECHNICAL FAILURES, OR OTHER CAUSES BEYOND THE CONTROL OF THE SPONSOR. IN NO EVENT SHALL THE SPONSOR OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF OR IN CONJUNCTION WITH PARTICIPATION IN THE CHALLENGE OR THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF THE PRIZE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OF THEM ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THE SPONSOR’S TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CHALLENGE SHALL IN NO EVENT EXCEED THE TOTAL VALUE OF THE PRIZE.

MISCELLANEOUS

The Sponsors reserve the right to suspend, modify, cancel or terminate the Challenge without advance notice, including, without limitation, in the event of any act, occurrence or reason that it believes would compromise the legality, integrity, administration or fairness of the Challenge. If one or more provisions of these official rules are held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall be valid and enforceable. These official rules are governed by and shall be construed by the laws of the State of Texas, USA, without application of its choice of law principles. Should there be a conflict between the laws of the State of Texas and any other laws, the conflict will be resolved in favor of the laws of the State of Texas. The failure of the Sponsor to comply with any provision of these official rules due to civil unrest, threat of or actual acts of terrorism or war, embargoes, governmental actions, acts of God, earthquakes, floods, storms, fires, supplier delay, accidents, explosions, epidemics, quarantine restrictions, or other such contingencies beyond the control of the Sponsor, shall not be considered a breach of these rules.