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. 


Purpose

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 overall campaign is being undertaken by Launch NY Inc. through its wholly owned subsidiary, 43North.  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. 

Excluded Applicants

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 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) mentorships from experienced entrepreneurs and (c) the potential opportunity to obtain additional equity investment from sponsors and related parties.

Staged Payment.  Recipients may receive their equity investment in staged payments, payable as defined milestones are met.  Such milestones would be established by our judging committee and made a condition of payment of the award.

Equity Interest to be Issued to 43North.   Recipients, as a condition of the award, must issue to 43North a number of capital shares or membership interest percentage equal to 5% of the outstanding equity of the recipient as of the date of the first payment of the award.  Such 5% equity interest to be conveyed to 43North shall be non-dilutable without the prior written consent of 43North. 

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 12 months, commencing within 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 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 historic financial budgets and/or statements, if applicable, and such other information as requested by 43North.

Applications should be submitted via 43North’s website, following all protocols described on the website.  All applications must be submitted in English.


Non-U.S. Applicants

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 May 31, 2014.  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 only 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 appropriately protected.

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. 


Other Conditions

1.               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.  
2.               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.
5.               Partially completed applications will not be accepted.  Applications for the Competition are due by 
                  May 31, 2014.
6.               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 are final, including interpretation of the Rules.
8.               43North shall be held harmless in the event of any legal action.
9.               43North takes no responsibility for agreements between applicants and third parties.
10.              Entry materials become the property of 43North.
11.              Applicants who engage in immoral activities or any activity that may adversely affect the image of 
                  43North, its affiliates, or other applicants, are ineligible for the Competition.
12.              All work and submissions of an applicant must be original to the applicant or the applicant’s team.
13.              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.
14.              Applicants may not withdraw their applications after they are submitted.
15.              Accepted applicants will be required to provide periodic reports outlining the financial status of the award 
                   recipient for a five-year period following an equity investment award. 
16.             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.
2.              The ideas contained in the application are, and will be, original to the applicant and will not infringe upon the 
                 rights, including privacy and intellectual property rights, of any third party.
3.              The applicant has and will have the right and authority to submit the content in its application to 43North.
4.              The applicant will obtain permission or a license, as appropriate, for any third party materials, information or 
                 other intellectual property contained in its application.
5.              The applicant will comply with all applicable laws and regulations in connection with its activities relating to 
                 the Competition.
6.              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.
7.              No member, officer, director, employee or shareholder of the applicant has a business or  close family (parent, 
                 sibling, spouse) relationship with any officer, member, director  or senior management person of 43 North, 
                 Launch NY, Empire State Development Corporation or the New York Power Authority.


Other Factors

43North does not discriminate against any applicant on the basis of race, color, creed, ethnicity, gender disability 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.


Governing Law

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