Terms and Conditions
43North LLC Business Plan Competition
43North LLC, a New York limited liability company (hereinafter “43North”) is undertaking a business venture competition subject to the following terms and conditions (the “Competition”). Submission of an application in the Competition constitutes a legally binding agreement between the applicant and 43North according to the terms, conditions, and covenants contained herein.
The purpose of the Competition is to be part of an overall program aimed at systematically generating more start-up enterprises in Western New York by (i) facilitating applied research and development and enhancing mentoring and other supports for aspiring entrepreneurs, (ii) supporting early-stage firm growth and (iii) attracting more venture funding. This Competition will award a total of up to $5 million in prizes, with a single top award of $1 million. It will attract entrepreneurs from around the world to compete for prizes that will turn ideas into funded enterprises in our region with high growth potential. The campaign will have three features: the Competition (described herein), an “incubator” facility located in Western New York, and facilitation of investment in the most promising ideas.
Nature of Businesses
The Competition focuses on applicants that intend to become operating companies. All applicants must be seeking outside equity capital in addition to the awards to be awarded in the Competition. Companies that intend to license technologies from universities or research labs are encouraged.
The following businesses are not eligible for the Competition: investment vehicles that invest in the securities of other entities, residential real property and retail businesses, sports venues, gaming and gambling businesses, places of overnight accommodation, Past 43North cash-prize winners or entertainment-related establishments. For this purpose, “retail business” means a business that is primarily engaged in making retail sales of goods or services to customers who personally visit such facilities to obtain goods or services. In addition, generally excluded are the following: buy-outs, roll-ups, real estate syndications, tax shelters and franchise-based outlets.
Equity Investment Awards, Benefits and Conditions
Award Amounts and Additional Benefits. 43 North will make up to the following equity investment awards to the winners of the Competition:
(i) one award of $1 million in equity investment,
(ii) six awards of $500,000 in equity investment; and
(iii) four awards of $250,000 in equity investment.
All award recipients will receive: (a) access to our business “incubator” facility to be located in Western New York, (b) mentorship from experienced entrepreneurs and (c) exposure to sponsors and related parties.
Staged Payment. Recipients will receive their equity investment in staged payments, payable as defined milestones are met.
Equity Interest to be Issued to 43North. Recipients, as a condition of the award, must issue to 43North a purchase right or Warrant that enables 43North to purchase from the recipient a number of capital shares or membership interest equal to 5% of the outstanding equity of the recipient at the time the Warrant is exercised. The Warrant will remain in effect for a period of ten (10) years following the date upon which the award is granted. The purchase price at the time of exercise will be a nominal amount. For clarity, 43North would have the right to purchase a 5% interest in each recipient for a nominal amount at any time during the ten (10) years following the date of an award.
Relocation Requirement. As a condition of the award, Recipients must materially locate and maintain a presence on an on-going basis within the “WNYEDF Region” for at least twelve (12) months, commencing within three (3) months of the award date. The “WNYEDF Region” is defined as the area within a 30-mile radius (in New York State) of the Niagara Power Project located in Lewiston, New York. For purposes of this condition, the obligation to physically locate and maintain a presence in the WNYEDF Region means that (i) at a minimum the key officers of the applicant (as determined by 43North) shall reside in WNYEDF Region, and make the WNYEDF Region their principal place of business, for at least twelve (12) months and (ii) the applicant shall identity its primary offices as being in the WNYEDF Region for such period.
Eligibility and Applications
To be eligible, applications shall include, but not be limited to, the following information:
a. executive summary of the business;
b. biography or biographies of the management team;
c. mission statement;
d. business objectives;
d. market overview;
e. business case; and
f. projected capital requirements and two-year projected financial budgets (together with two years of
historic financial statements if available), and such other information as requested by 43North.
g. Applicants whose business is based upon proprietary technology or methods shall provide a statement
describing the basis for their rights in such proprietary technology or methods (ie: the applicant invented
the technology or has a license for such technology).
Applications should be submitted via 43North’s website, following all protocols described on the website. All applications must be submitted in English.
Domestic and Non-United States applicants are encouraged to apply. Non-United States applicants are responsible for obtaining any necessary visas and related immigration papers to attend final events of the Competition in Buffalo, New York and to satisfy the appearance requirements of the third round of judging (as described below) and the relocation requirements of an award. 43North may provide assistance with respect to United States visa requirements but cannot render legal advice to applicants and award recipients.
Review of Applications
Review of applications will occur in three rounds.
First Round. In the first round, 43North’s panel of judges (the “Committee”) will select promising applications from the pool of applicants as of June 24, 2015. Such selections shall be made in the sole and absolute discretion of the Committee.
Second Round. In the second round, the Committee will invite such applicants as it selects in the first round to participate in video conference interviews and provide such further information as the Committee requests. 43North shall be entitled to conduct background checks on applicants who reach this round of review and may require your consent for third parties to provide information. Competition winners will be selected by the Committee in its sole and absolute discretion from among the second round interviewees.
Third Round. All applicants selected for the third round of review will receive an equity investment award with the amount of such award to be determined in the third round. In order to progress to the third round of review, applicants must commit: (a) to personally attend the third round ceremonies in Buffalo, New York and (b) execute a binding agreement with 43North in which, among other things, they commit to the terms and conditions of receiving an equity investment award, regardless of the amount of the award.
Confidentiality and Intellectual Property
Access to the applications is granted to 43North (including its officers, managers, members, consultants and agents), the Committee, and 43North’s sponsors (collectively, the “Reviewing Parties”). 43North offers no guarantee of confidentiality, either explicit or implicit, in connection with any data or information presented or discussed by applicants. The Reviewing Parties will not agree to or sign non-disclosure agreements in connection with any application or applicant. Applicants requiring non-disclosure agreements should not participate.
Before submitting their applications, 43North urges applicants to confirm with appropriate advisors or legal counsel that any intellectual property described therein is held by the applicant and appropriately protected. Applicants should be prepared to provide reasonable back-up documentation for these statements, if requested by 43North.
The authors of each applicant submission will retain all copyrights to the contents of their submission, provided that the Reviewing Parties may make photocopies, photographs, and video and/or audio recordings of any data or information divulged, presented, or discussed by any applicant throughout that applicant’s participation in the Competition. By entering the Competition, applicants agree to grant a license to 43North and the Reviewing Parties to use such materials without restriction and to conduct such due diligence as the Reviewing Parties determine is necessary or desirable for purposes of evaluating the application and carrying out the Competition as described herein.
In addition, the Reviewing Parties will have the right to publicly post certain information about accepted applicants and their applications on the public areas of the Reviewing Parties’ websites, including, but not limited to, name and category of business, logo, and an abstract. The Reviewing Parties will also have the right to use the content of applicants’ applications for research and other not-for-profit purposes.
Applications can only be submitted once. An individual who
submits an application on behalf of a
business entity represents and warrants he or she has requisite authority to act on behalf of such entity.
For purposes hereof, “applicants” includes individuals
and business entities. There is no limit
to the number
of people on an applicant’s team.
3. All applications must be the original work of the applicant making the submission.
4. Existing businesses may propose a new business that would have operations within the WNYEDF Region.
Partially completed applications will not be
accepted. Applications for the Competition
are due by 11:59 P.M. EDT
on June 24, 2015.
Applicants risk disqualification if they or someone on
their behalf communicates with the Reviewing Parties,
beyond submitting applications and providing further data or information as requested, in an attempt to
influence the Competition.
7. The decisions of the judges and 43North are final, including interpretation of these Terms and Conditions.
43North, its members, officers and directors shall be
held harmless by the applicant in the event of any legal
action resulting from the participation by the applicant in the Competition.
9. 43North takes no responsibility for agreements between applicants and third parties.
10. Entry materials become the property of 43North.
Applicants who engage in immoral, illegal or other
activity that may adversely affect the image of 43North, its
affiliates, or other applicants, are ineligible for the Competition.
All applicants and award recipients must comply with these
Terms and Conditions. Any violation of these
Terms and Conditions will disqualify an applicant from the Competition, and result in forfeiture of any awards
the applicant received in connection with the Competition.
13. Applicants may not withdraw their applications after they are submitted.
Award recipients will be required to provide periodic
reports, including but not limited to reports outlining
financial status, for a five-year period.
There is no limit to the number of applications for
which an individual person may be a part; except that no
individual person can be part of more than one applicant team that receives an award.
Applicant Representations and Covenants
By submitting an application, applicants represent and warrant that:
1. The information in the application is and will be true and accurate.
The ideas contained in the
application will not infringe upon the rights, including privacy and
property rights, of any third party.
The applicant has a
reasonable basis for holding the intellectual property that forms the basis or
is integral to the
applicant’s business or the proposed business submitted in the Competition.
4. The applicant has and will have the right and authority to submit the content in its application to 43North.
The applicant will obtain
permission or a license, as appropriate, for any third party materials,
other intellectual property contained in its application.
The applicant will comply
with all applicable laws and regulations in connection with its activities
relating to the
The applicant will not
attempt to hold 43North responsible or liable for any third party violation of its
intellectual property rights as a result of participation in the Competition.
member, officer, director, employee or shareholder of the applicant has a
business or close family (parent,
sibling, spouse, partner or significant other) relationship with any officer, member, director or senior management
person of 43 North LLC, 43North BPC Inc., Empire State Development Corporation or the New York Power
applicant consents to 43North performing a background check with respect to the
applicant and its
43North does not discriminate against any applicant on the basis of race, color, creed, ethnicity, gender, disability, age, sexual orientation, gender expression, military status or marital status.
43North may give special consideration to Western New York applicants and to one or more applicants whose proposals include clean energy or energy efficiency technology.
43North reserves the right to modify these Terms and Conditions in its sole discretion. In the event of a modification, all applicants will be notified.
Waiver and Severability
43North may waive any term or condition herein at its sole discretion. Such waiver will not be deemed a waiver of any other term or condition, whether similar or different. If any term or condition herein is invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions will remain in full force and effect.
These terms and conditions shall be governed and construed in accordance with the laws of the United States of America and the State of New York, without regard to conflicts of law provisions. Exclusive venue for any litigation arising from the Competition or these Terms and Conditions shall be the State or Federal courts located in Erie County, New York.