TERMS AND CONDITIONS FOR PARTICIPATION

*we encourage you to carefully read these terms and conditions before submitting your application.

1. INTRODUCTION
   • Sanara Ventures Ltd. (“Sanara”) operates a technological incubator in Raanana under license from the Israel Innovation Authority (the “IIA”) pursuant to Incentive Program No. 3 – Technological Incubators (“Program No. 3”), focusing on investing in early stage companies in the healthcare sector (the “Incubator”).
   • During the dates specified below Sanara will sponsor a public contest for startups in order to seek entrepreneurs and innovators with outstanding and promising healthcare technologies who wish to turn their innovations into new products and applications in preferred market segments (the “Contest”).
   • Sanara will have the right to select two (or more) applicants as contest winners to benefit from the prizes as set forth below.
   • The submitting company, team or individual (each, an “Applicant”) whose idea/invention may be selected, will be entitled to receive an investment offer from Sanara in an amount of up to US$ 1,000,000 in accordance with and subject to the terms set forth below.

2. PARTICIPATION CRITERIA: WHO CAN PARTICIPATE?

In order to participate in the Contest an Applicant must qualify with all of the following criteria:

• An Applicant may be an individual, a group of individuals or a private company registered under the laws of the State of Israel.
• Applicants must be “residents” of the State of Israel (as defined under applicable law).
• If the Applicant is an individual or a team of individuals, each should be over the age of 18.
• The Applicant has developed a new idea/invention in the field of digital health/health IT or medical devices (the “Invention”).
• The Applicant owns all rights and title in the Invention which it submits as part of its application.
• The Applicant already developed and owns a working prototype based on its Invention (the “Prototype”).
• The Applicant’s Invention, as well as the Prototype, must represent and may only include the original work of the Applicant, to which the Applicant has all rights and title.
• The Applicant did not receive previous funding from the IIA other than as part of the “Nofar” incentive program.
• As of the date of submission of the application the Applicant raised no more than US$ 500,000 with respect to its Invention. An Applicant which has previously secured an equity financing arrangement (of any kind), with respect to the Invention as set forth in its application, in an amount exceeding US$ 500,000, is not eligible to participate in the Contest.
• Applicant must be willing to work and operate within the parameters, rules, regulations and requirements of Program No. 3 (as set forth in the IIA website).

3. GENERAL GUIDELINES

Submissions of applications into the Contest by Applicants are to be made pursuant to the following general guidelines:

• An Applicant who wishes to register to the Contest may register and submit its application through the Contest website: www.sanaraopen.com
• The application form and all other required documents and information (as detailed below) must be received by October 15, 2021.

Each Applicant must choose a primary contact person for the Applicant by providing a name, e-mail address, mailing address and phone number in the application form (the “Representative”). All communications between the Applicant and Sanara as part of the Contest shall be made through the Representative.

• If the Applicant is a registered company, the Applicant should provide written approval from the company’s board of directors that the Representative is authorized to warrant and undertake on behalf of the company and to represent it as part of the Contest. If the Applicant is a group of individuals, the Applicant should provide written approval from each of such individuals that the Representative is authorized and allowed to represent them and to warrant and undertake on their behalf with respect to the application and the Contest.
• As part of its registration to the Contest, an Applicant should submit the following in English:

• Non-confidential pitch deck.
• One-page executive summary.
• CVs of all the individuals who constitute the Applicant (i.e. the founders).
• Applicant may be requested to submit further information, including but not limited to:
  • Details on Intellectual Property.
  • Detailed 24-month workplan.
  • Publications to provide scientific support.
  •  
  • Without derogating from the above, Sanara may request, at any time, additional information and/or documents from an Applicant in order to evaluate its application.
  • Applicants that have already secured financing or other capital arrangements from any source for the submitted Invention must disclose the amounts and sources of such funding in a separate notice, to be included in the additional materials submitted as part of their application. Such financing arrangements may include, but are not limited to, sales revenue or contracts, research grants, personal or family funds, angel investments, or venture capitalinvestments and/or non-institutional funding. Any Applicant securing financial or other capital arrangements midway through the Contest must immediately disclose to Sanara the amounts and sources.

4. REVIEW AND EVALUATION
   • A selected group of judges (the “Judges”) will review all Applicants’ submissions (as set forth below). The nomination of the Judges, as well as their number and identity, shall be made at Sanara’s sole discretion.
   • Neither the Judges nor Sanara are required to provide feedback to the Applicants at any stage of the process.
   • The review and evaluation of each of the applications and the Inventions will be based on the ability of the Applicant to present ideas/inventions and prototypes in the relevant fields which: (i) address a real need in the market; (ii) could be commercialized for large markets; and (iii) are expected to represent a sustainable competitive advantage in the respective field and market, in addition to the professionalism and experience of the team.
   • The Judges may also consider Applicants that don’t necessarily fulfill all criteria as set forth above.
   • The submitted applications and Applicants will be reviewed and evaluated according to the following stages:

Stage 1:

Initial screening – narrowing down the applications will be performed by Sanara’s representatives. Some of the Applicants, if any, may be invited for a meeting at Sanara’s offices. Such Applicants may be required to perform live presentations to a selected audience.

Stage 2:

The applications which are successfully selected in Stage 1 shall be reviewed and evaluated by the Judges. The selected Applicants may be invited for a meeting at Sanara’s offices and may be required to perform live presentations to the Judges. No more than 5 applications will be selected according to the Judges’ feedback at the end of Stage 2 (each, a “Final Candidate”).

Stage 3:

The Final Candidates selected at the end of Stage 2 will be invited to present their application and Invention to the Judges and live audience at a final event which will take place at the MDR&D conference taking place at the David Intercontinental Hotel on October 25^th 2021 or at any other place or date to be determined by Sanara at its sole discretion (the “Final Event”). Following such presentations Sanara may choose the 2 winners of the Contest from the Final Candidates – one in the field of digital health/health IT and the other in the field of medical devices (the “Winners”). Notwithstanding the abovementioned, Sanara may elect, at its sole discretion, to choose additional winners (more than two), only one Winner or elect not to choose any Winners and the Applicants shall have no claims or demands with respect to such decision.

The selection and announcement of each of the Winners (if any) will take place during the Final Event and shall be at Sanara’s sole discretion. Sanara also reserves the right to choose to announce the Winners (if any) only after the Final Event, by publishing their names on Sanara’s website or by providing the Winners with a written notice.

In addition, Sanara shall be entitled, but not required, to announce the Winners (if any) at a press release and generate press coverage for the Contest.

The Representative of each Applicant (as mentioned above) may be notified by e-mail of its application status after each relevant stage in the screening process.

5. OFFER FOR INVESTMENT AND JOINING THE SANARA INCUBATOR
   • Sanara, at its sole discretion, may select to offer each of the Winners (if any) the right to join Sanara’s Incubator as a “Project Company”, to receive an investment of up to US$ 1,000,000 (such amount to include a state funding grant from the IIA) and to enjoy mentoring and international exposure, including exposure to Sanara’s international Advisory Board (the “Offer”).
   • Applicant hereby acknowledges that the execution of the Offer by Sanara (if any) will be made only by investing in an Israeli registered private company, to be incorporated by each Winner (to the extent such Winner is not already an Israeli registered company) and to which the Winner has assigned and transferred all of its rights and title in its Invention and in the Prototype (the “Designated Company”. If the Winner is already an Israeli registered private company than the Winner shall be referred to as the Designated Company).
   • In addition, such investment by Sanara in a Designated Company, shall be subject to the fulfillment of all of the following conditions:

• The finalization and execution of definitive agreements and commercial terms between Sanara and the Designated Company (to be negotiated at Sanara’s sole discretion).
• The completion of a due diligence process by Sanara, to its complete satisfaction.
• The Applicant’s consent and acknowledgment that the investment shall be made by Sanara in its capacity as an Incubator operating under Program No. 3 of the IIA, and the full cooperation of the Winner (or the Winner’s individuals) in preparing and submitting to the IIA a request to approve the Designated Company as a “Project Company’ of the Incubator.
• The approval by the IIA of the Designated Company and the applicable Invention as a “Project Company” of the Incubator (pursuant to the abovementioned request) and the IIA’s commitment to provide the Designated Company with a state funding grant.
• The Winner’s and/or the Winner’s individuals’ and the Designated Company’s willingness to perform and act as a “Project Company” of the Incubator throughout the duration of the “Commitment Period” (as shall be determined in the IIA’s approval).

6. CONFIDENTIALITY
   • As a matter of convention and practicality, Sanara, its affiliates, and/or anyone on its behalf will not sign confidentiality agreements as part of the Contest. The individuals who will have access to the applications will be Sanara’s representatives and the Judges. These representatives are largely professionals who regularly deal with confidential and proprietary information over the course of their work and may be involved in the creation of intellectual property for their respective organizations.
   • Without derogating from the above, even if an Applicant marks its information (including its ideas, presentations, Prototype and plans submitted throughout the process) as “confidential,” there will be no confidentiality obligation by Sanara’s representatives and the Judges.
   • No proprietary information should be included in the submitted materials as part of the application, which the Applicant would not want disclosed to potential investors.

7. INTELLECTUAL PROPERTY
   • By submitting an application, the Applicant and/or any member thereof represents and warrants to Sanara that it has all right, title and/or interest in the application submitted and that the information it contains is accurate and complete, and that by submitting the application it is not and will not be violating any contract, law or third party’s rights including any patent, copyright, trade secret, proprietary or confidential information, trademark, publicity or privacy right.
   • The Applicant agrees to indemnify and defend Sanara, its affiliates, and anyone on their behalf (including the Judges) against any claims or lawsuits, including attorneys’ fees, that arise from or result from such Applicant’s submission.
   • Sanara is not claiming ownership rights to any Applicants’ application or the information/intellectual property it may contain (including the Invention, the Prototype etc.). However, by submitting an application, each Applicant grants Sanara an irrevocable, royalty-free, worldwide right and license to use, review, assess, test and otherwise analyze such Applicant’s application and all its content in connection with the Contest and feature such Applicant’s application (and certain information/data contained in it) in connection with the marketing, sale, or promotion of the Contest (including but not limited to internal and external sales meetings, conference presentations, tradeshows, and screen shots of such application in press releases).

8. NO WARRANTY; LIABILITY
   • SANARA AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE CONTEST AND/OR the OFFER, WHETHER EXPRESS OR IMPLIED. IN NO EVENT SHALL SANARA, ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AFFILIATES BE LIABLE FOR ANY ADVICE, INFORMATION OR DECISIONS MADE AS PART OF THE CONTEST OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR DAMAGES TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SANARA SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.
   • By submitting an application each Applicant and/or any member thereof voluntarily releases Sanara, its affiliates, representatives, and/or anyone on its behalf from any liabilities, responsibilities and accountabilities arising from participation in Contest and/or its activities.
   • The Applicant acknowledges that Sanara and/or its affiliates and/or anyone on its behalf may be developing (or might develop in the future) products or technologies that are similar, identical, relate to or are or may be competitive with the products, ideas, services or technologiessubmitted by Applicant. The Applicant agrees that all claims against Sanara and/or its affiliates and/or anyone on its behalf and any others involved in the Contest, based on or arising out of any proprietary and/or confidentiality rights in the submissions are expressly waived and disclaimed.

9. PUBLICITY
   • Applicants hereby give their consent and approval that some of the information provided by them during the stages of the Contest (including, but not limited to, during the application process the evaluation process and as part of the Final Event), including names of entrepreneurs, names of the startups, images and photos of the Applicants, their Inventions and the Prototypes taken during the Final Event, and the abstract description of their enterprises (or any part thereof), may be used by Sanara in public documentation related to the Contest and for advertising and publicity purposes. It is the responsibility of the Applicant to ensure that the abstract description does not include any confidential information.
   • Each Applicant agrees that it will not use any names, trademarks, logos or other copyrighted information of Sanara or any variation, adaptation or abbreviation thereof, or of any of its officers, employees, agents, or any trademark or trade name of the above or any affiliate thereof in any advertising or publicity without the prior written permission of such parties.

10. MISCELLANEOUS
    • Any reference to Sanara shall mean any person, company, partnership, or other entity which manages or is managed, controls or is controlled by, or is under common control, directly or indirectly, by Sanara.
    • Sanara reserves the right to cancel, change or suspend the Contest for any reason and at any time.
    • Sanara considers a variety of projects, plans, ideas and products as research ideas, product development and investment opportunities, and Sanara and/or its affiliates, and/or anyone on their behalf, are not under any obligation to compensate an Applicant and/or anyone on its behalf for any submission, regardless of whether Sanara, and/or its affiliates and/or anyone on their behalf pursue a similar or identical plan, idea, product or service in the future.
    • Applicants considering participation in the Contest are encouraged to obtain their own professional legal advice regarding their participation in the Contest, the Offer, applicable intellectualproperty legislation etc.
    • This Contest will be governed by the laws of the State of Israel, and each Applicant consents to the exclusive jurisdiction and venue of the courts of the State of Israel in Tel Aviv-Jaffa for any disputes arising out of this Contest.

For further information, please visit Sanara Ventures or Sanara Open.

Questions may also be e-mailed to: competition@sanaraventures.com 

Good Luck!