Terms and Conditions
↓ Application Eligibility
↓ Application Process and Timeline
↓ Shortlist Process and Awardees
↓ Obligations
↓ Intellectual Property Rights
↓ Personal Data
↓ General
Before you apply for the Open Innovation Program, please review the sample Services Agreement.
1. These terms and conditions (“Terms and Conditions”) apply to applications (“Application”) by applicants (“Applicant”, “you”) to participate in the Open Innovation Program sponsored by Seegene, Inc. (“Sponsor”) to perform clinical studies and provide consulting services in connection with Sponsor’s development of syndromic molecular diagnostics assays.
2. Springer Nature Limited (“Application Administrator”) is responsible for the administration and management of the Application process for the Open Innovation Program, and a separate Clinical Study and Consulting Services Agreement (“Services Agreement”) will be executed directly between Sponsor and successful Applicant’s Institute as defined herein.
3. By clicking “Submit” for your Application, you accept these Terms and Conditions.
Application Eligibility
4. To submit an Application you must:
a) have a BSL-2 (biosafety level-2) or higher laboratory capable of performing clinical study
b) have a research team consisting of two or more qualified researchers
c) have experience in PCR molecular diagnostics
d) possess or have access to clinical specimens (positive/negative)
e) be employed by or affiliated with a university, research institution, clinical laboratory, or other similar organization (“Institute”);
f) be able to participate in clinical study for regulatory approval
g) hold a doctorate or medical degree (e.g., PhD, MD, PharmD)
h) be a resident in a country where it is lawful for you to apply and be selected for participation in the Open Innovation Program ;
5. Applications will not be accepted from
a) Cuba, Iran, North Korea, Sudan, Syria, Burma/Myanmar, Niger, Russia, Belarus or the Crimea, Donetsk or Luhansk regions of Ukraine, or other sanction-sensitive countries or regions as updated from time to time;
b) any individual named on Specially Designated Nationals lists as updated from time to time by Office of Foreign Assets Control of U.S. Department of the Treasury; and
c) directors or employees (or members of their immediate families) of the Application Administrator or Sponsor, or any affiliate of the Application Administrator or Sponsor.
6. Each eligible Applicant may submit up to three Applications, with each Application directed to a different target involving different clinical samples.
7. You are responsible for ensuring that your Application is approved and signed by an authorized officer of your Institute.
8. You are responsible for ensuring that all necessary licenses and approvals related to your Application and Services Agreement have been or will be obtained. You must also ensure that you will follow good research practices and protocols to be eligible for the Open Innovation Program.
Application Process and Timeline
9. The Application process is open for entries between September 4, 2023 and October 31, 2023 11: 59 PM GMT. The Application Administrator anticipates that the review and selection process will take about five months (three months to select a shortlist and two months to determine the final awardees) under normal circumstances.
10. The Application Administrator and Sponsor accept no responsibility for any Applications that are incomplete, illegible, corrupted or fail to reach the Application Administrator by the closing date for any reason. Proof of posting or sending is not proof of receipt by the Application Administrator.
11. The Application Administrator and Sponsor will only consider Applications submitted via the website at the following URL: https://openinnovation.submittable.com (“Website”). No other method of submission is accepted for the Applications.
12. The application form used for the Application will be sent to the Submittable platform (“Submittable”). By applying to participate in the Open Innovation Program, Applicants consent to such use, processing, and transfer as required by all applicable data protection laws and Submittable’s privacy policy (“Submittable Privacy Policy”) and have sole responsibility for the accuracy, quality and legality of personal data processed by Submittable in the provision of the services they provide to the Application Administrator for the Application process. The Submittable Privacy Policy is available at: www.submittable.com/privacy.
13. Applications submitted by agents or third parties will not be accepted.
14. You are advised to keep a copy of your Application as the Application Administrator will be unable to return entries or provide copies of your Application once submitted.
15. The Application Administrator may at its sole discretion disqualify any Applicant found to be tampering or interfering with the entry process or operation of the Website, or to be acting in any manner deemed to be disruptive of or prejudicial to the operation or administration of the Application process.
16. Your Application will be treated as confidential, except that you consent to the Application Administrator and Submittable sharing the Application with the Sponsor for review, selection, and announcement purposes.
17. The Applications shall be assessed by the Sponsor’s internal review panel (the “Review Panel”), who will select the Applications which best fit the aims of the Open Innovation Program.
18. Any decision made by the Review Panel will be final and binding, and Applicant agrees and acknowledges that the Applicant will not challenge such decision made by the Review Panel.
Shortlist Process and Awardees
19. The Review Panel will select a shortlist of Applicants, which will be announced on January 12, 2024.
20. Review Panel members may, at their sole discretion, choose to conduct site qualification visits of the shortlisted Applicants to assess and confirm eligibility criteria, which the Applicants agree to provide access and cooperation.
21. The final awardees (“Awardees”) from the shortlist of Applicants will be announced on March 15, 2024, with each Awardee receiving from the Sponsor an initial notification email, followed by a formal award letter, including the Services Agreement. The Review Panel’s decision is final, and Applicant agrees and acknowledges that the Applicant will not challenge such decision made by the Review Panel.
22. Each Awardee may be required to complete and return an eligibility form and will be required to notify Seegene of Awardee’s intention to enter into the Services Agreement, if Awardee chooses to do so, with the Sponsor within 14 calendar days after the date of the formal award letter. The Services Agreement shall set forth the terms and conditions, including any compensation to be made to the Awardee, of the consulting services, pre-clinical and clinical study services performed by the Awardee.
23. Unsuccessful Applicants will be notified by the Application Administrator in due course.
24. Payments will be made to the Institute of an Awardee who enters into Services Agreement with the Sponsor pursuant to the terms of the Services Agreement. The Application Administrator shall not be liable in the event that any Awardee’s Institute and/or Sponsor fail to enter into a Services Agreement.
25. The Institute of an Awardee’s eligibility to enter into the Services Agreement is non-transferable and non-negotiable.
26. Any government official who submits an Application is responsible for ensuring that he or she may apply to Open Innovation Program and, if he or she is selected as an Awardee, that the Institute of such government official may enter into the Services Agreement without violating any laws and regulations for their role and jurisdiction.
Obligations
27. The Awardees are responsible for complying with all necessary ethical, legal, and regulatory requirements and other applicable guidelines in providing the consulting services and preclinical and clinical study services under the Services Agreement.
28. Neither the Application Administrator nor the Sponsor will act as an employer with respect to the Awardee in connection with the Services Agreement.
29. In accordance with the Services Agreement, Awardees will be required to provide Sponsor with the deliverables of any requested consulting services, pre-clinical study and pre-clinical study report, and clinical study and clinical study report under the Services Agreement.
30. To the extent required by applicable laws and regulations, Awardees will acknowledge in publications and other forms of communication including media appearances and press releases that the clinical study services were conducted as part of the Open Innovation Program.
31. All Awardees consent to be interviewed as part of the Open Innovation Program.
32. Awardees may not publish any results from the Services Agreement without Sponsor’s prior written consent.
33. There is no expectation or requirement that clinical study results will be published in a journal owned or managed by the Application Administrator or the Springer Nature Group.
34. The Sponsor may hold a meeting to bring the Awardees together and showcase the results of the Open Innovation Program. Awardees will be expected to attend these meetings in order to present their results.
Intellectual Property Rights
35. Nothing in these Terms and Conditions shall cause the ownership of any intellectual property rights belonging to one party to be transferred to another.
36. By submitting your Application, you license and grant to the Application Administrator and Sponsor an irrevocable and transferable right to use and reproduce such content for the purposes of the administration of the Application process and Awardee selection process, without attribution or liability.
37. You agree not to assert any moral rights in relation to such use under 36, where the moral rights in respect of the content are yours to assert. You warrant that the Application materials contain no copyright materials, have not been copied, in whole or in part, from any third party, and you have full authority to grant these rights.
38. You confirm that your Application is your own original work, is not defamatory and does not infringe any laws, including but not limited to privacy laws, whether of the UK or elsewhere, or any rights of any third party, that you have the right to give the Application Administrator and Sponsor permission to use it for the purposes specified herein, that you have the consent of anyone who is identifiable in your Application or the consent of their parent, guardian or caregiver if they are under 18 (or the applicable age of majority), that it is lawful for you to apply, and that you agree not to transfer files which contain viruses or any other harmful programs.
Personal Data
39. All personal data submitted by Applicants is subject to and will be treated in a manner consistent with: a) the Application Administrator’s privacy policy accessible at www.nature.com/info/privacy (the “Application Administrator Privacy Policy”); b) Submittable’s Privacy Policy; and c) the Sponsor’s privacy policy accessible at www.seegene.com/privacy_policy (the “Sponsor Privacy Policy”) (together, “Privacy Policies”). By participating in the Application process, you hereby agree that the Application Administrator, directly or through Submittable, and Sponsor may collect and/or use your personal information and acknowledge that you have read and accepted the Privacy Policies. By applying to participate in the Open Innovation Program, you consent to the use of personal data by the Application Administrator, Submittable and Sponsor for the purposes of the administration of the Application process and Awardee selection and announcement process, and any other purposes to which you have consented.
40. If selected as a shortlisted applicant, all Awardees must provide answers to profile questions and a headshot photograph (JPEG, 150x150 pixels) to the Sponsor before the announcement. The profile and questions will be used by the Sponsor when announcing the Awardees on the Sponsor’s designated website. The name, region of residence, profile and likeness of the Awardee may be used and announced by the Sponsor for Open Innovation Program and event publicity in any form, including on the Sponsor’s website and social media pages, and those of the Application Administrator, at no cost to the Sponsor or Application Administrator. Each shortlisted Applicant shall keep their status completely confidential until after the public announcement of the shortlist by the Sponsor. The Awardees agree to keep their status completely confidential until after the public announcement of the Awardee by the Sponsor.
General
41. The Sponsor has absolute discretion to cancel or amend these Terms and Conditions.
42. “Force Majeure Event” means an event beyond the reasonable control of the Application Administrator, the Sponsor, or any Applicant (collectively, “Parties”, each, a “Party”) which does not relate to its fault or negligence.
43. Each Party will not be responsible for a failure to carry out any obligation under these Terms and Conditions to the extent that the failure is directly caused by a Force Majeure Event, as long as the affected Party:
a) notifies the other Parties as soon as practicable;
b) takes all reasonable steps to prevent, avoid and minimize the effects of the Force Majeure Event; and
c) carries out its duties so far as reasonably achievable while the Force Majeure Event is on-going.
44. Subject to clause 45 below, the Application Administrator’s or the Sponsor’s liability to an Applicant or an Awardee under or in connection with these Terms and Conditions, whether arising from contract, negligence or otherwise, shall be limited to one thousand US dollars ($1000).
45. The Application Administrator or the Sponsor shall not be liable to you for any of the following:
a) special, indirect or consequential loss;
b) pure economic loss, costs, damages or charges;
c) loss of profits, revenue, anticipated savings;
d) loss of contracts, business, other funding;
e) loss of use or goodwill; and
f) loss or damage arising from the loss, damage, or corruption of any data.
46. The exclusions and limitations of liability set out in clauses 43 and 44 do not apply to:
a) liability arising from death or injury to persons caused by negligence;
b) liability arising as a result of fraud or fraudulent misrepresentation; and
c) any other liability which cannot be excluded or limited by applicable law.
47. These Terms and Conditions and any dispute between you and the Application Administrator or Sponsor (contractual or otherwise) are governed by laws of the Republic of Korea, without application of its conflicts of laws principles.
48. Any dispute, controversy, or claim arising out of, relating to, or in connection with these Terms and Conditions shall be finally resolved by arbitration. The arbitration shall be conducted by three (3) arbitrators, in accordance with the international arbitration rules of the Korean Commercial Arbitration Board (KCAB) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The arbitrators shall award to the prevailing party its costs and expenses of the arbitration, including its reasonable legal fees and other costs of legal representation, as determined by the arbitrators. The seat of the arbitration shall be Seoul, Korea, and it shall be conducted in the English language.
49. Notwithstanding clause 48, nothing prevents any Party from applying for injunctive or other interim relief from any court.
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