Imaging Innovators (I2) Network

It Starts with an Idea.

Terms and Conditions

No purchase is necessary to apply. The Imaging Innovator (I2) Network Program (“Program”) is void where prohibited. By applying, each Participant accepts and agrees to be bound by these Terms and Conditions. Failure to comply with these Terms and Conditions may result in disqualification.

Eligibility

Participation in the Program is open to persons meeting these eligibility requirements (“Participants”). Participants must be professionally engaged in laboratory-based scientific research and have attained at least the age of majority in their jurisdiction of residence (Participants must, in any event, be at least 18 years of age). Employees, officers, directors, agents, representatives and independent contractors of Akoya Biosciences, Inc. (“Sponsor”), 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, Sudan, Syria or any country subject to U.S. embargo; (2) any 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 Sponsor, its subsidiaries or affiliated companies, the Program or such person is subject, and all persons employed by or otherwise associated with any such person (including any such business, research institution, government or private organization, or other type of legal person); and (3) any persons for whom it would be illegal to participate in the Program or receive the Program Benefits or with or to whom it would be illegal for Sponsor to interact or award the Program Benefits as contemplated herein. The Program 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 Program application period begins on 11th May 2021 at 12:01 a.m. (ET) and ends on 9th July 2021 at 11:59 p.m. (PST); applications must be submitted during that period to be eligible. To apply, Participants must submit a Program application online at www.akoyabio.com/isquare. The application must include: (1) the Participant’s full name, email address, telephone number and any other contact information required by Sponsor; (2) the name of the Participant’s institution or company, and Participant’s title at such institution or company; (3) a descriptive title for the proposed project; and (4) an abstract proposal (written in 300 words or less) describing how the Participant would use a microscope and the CODEX platform to push the boundaries of spatial biology and discovery. Applications become the property of Sponsor. Sponsor makes no guarantee or warranty with respect to the security or confidentiality of applications, or the information contained therein. By applying, the Participant gives permission to Sponsor to contact the Participant regarding Sponsor products and services, whether or not the Participant is selected as a recipient of the Program Benefits (“Recipient”). Each Participant shall be entitled to submit only one (1) Program application. In the event that Sponsor in its sole discretion determines that a Participant submitted multiple applications or acted in bad faith with respect to the application process, the Participant may be excluded from the Program and consequently ineligible to receive the Program Benefits.

Selection Of Recipient

Ten (10) Recipients will be selected from all qualified applications by a panel of Sponsor personnel who will choose the applications that, in the sole discretion of Sponsor, have the most creative and novel application ideas to push the boundaries of innovation in spatial biology. The decisions 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. Each selected Recipient will be attempted to be notified by email within approximately five (5) business days after selection. If a selected Recipient does not respond to email inquiries within two (2) days, Sponsor will attempt to contact the selected Recipient by telephone. If the selected Recipient cannot be reached by telephone within two (2) days of first telephone attempt to notify such selected Recipient, the selection may be forfeited and an alternate Recipient may be selected, based on the criteria set forth above, in the sole discretion of Sponsor. The odds of being selected as a Recipient depend on the number of eligible applications received.

Program Benefits; Collaboration Agreement

Each Recipient will receive specialized access to the collaborative interface of Sponsor’s CODEX Instrument Manager software module (Collaborator’s Interface) (“CIM Software”) and such other Program benefits as may be offered by Sponsor from time to time in its sole discretion (collectively, “Program Benefits”).

As a condition to receiving the Program Benefits, the Recipient’s institution or company must enter into a research collaboration agreement with Sponsor setting forth, among other things, use of the CIM Software, Sponsor’s rights to use data resulting from the collaboration, including for product development purposes and in marketing or informational materials (and to indicate in connection with such materials that such data were generated in collaboration with Recipient and its institution or company), Sponsor’s rights with respect to other intellectual property arising from the collaboration, co-marketing commitments, and limitations on Sponsor’s liability, all on such terms as may be acceptable to Sponsor in its sole discretion (“Collaboration Agreement”).

If the Recipient’s institution or company fails to enter into the Collaboration Agreement, the selection may be forfeited and an alternate Recipient may be selected, based on the criteria set forth above, in the sole discretion of Sponsor.

The Program Benefits may not be transferred or assigned; no substitutions or cash equivalents are allowed.

Restrictions Apply

Each Participant understands and agrees that (except as otherwise provided in the Collaboration Agreement) no ideas, information or materials that are submitted to or otherwise provided by such Participant to Sponsor in connection with the Program will be returned, and that Sponsor makes no guarantee or warranty with respect to the security or confidentiality thereof. All taxes on the Program Benefits and reporting thereof, and any other costs, fees and expenses relating to the Program Benefits or the Program, are the sole responsibility of the Recipient and/or the Recipient’s institution or company. By submitting an application or accepting the Program Benefits, each Participant agrees on behalf of such Participant and such Participant’s institution or company: (1) to be bound by these terms and conditions; (2) that Sponsor shall retain full authority, in its sole discretion, to interpret and administer these terms and conditions; (3) that any dispute with regard to the conduct of the Program, award of the Program Benefits or interpretation or administration of these terms and conditions, shall be resolved by Sponsor, whose decision shall be binding and final; and (4) to be bound by all decisions and interpretations made in good faith by the Sponsor. Furthermore, each Participant represents and warrants that: (a) such Participant meets the eligibility requirements of the Program; (b) such Participant has obtained all required authorizations and permissions from such Participant’s institution or company to apply for the Program or receive the Program Benefits; (c) applying for the Program or receiving the Program Benefits does not and will not violate any law or regulation, or any of such Participant’s institution’s or company’s rules or policies; and (d) the information contained in such Participant’s application is true and correct in all material respects and is owned or rightfully possessed by the Participant without restriction on disclosure. Sponsor may refuse to award the Program Benefits if the Sponsor determines in its sole discretion that doing so may result in a violation of an applicable law, rule, or policy or any rights of any third party.

Use Of Recipient’s Name, Likeness And Other Information

Without limiting any terms of the Collaboration Agreement, each Participant acknowledges and agrees that, if such Participant is selected as a Recipient, (1) such Participant’s name, biographical information, image, likeness, the name of such Participant’s institution or company and any information or data contained in Participant’s Program application or any Publication (as defined below) may, without further compensation, be published on one or more Sponsor website(s) or in other Sponsor marketing or informational materials, including through social media, in each case, in the sole discretion of Sponsor, (2) such Participant hereby grants to the Sponsor, on behalf of such Participant and such Participant’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, any of the foregoing information, data or materials for any of the foregoing purposes, and (3) if requested by Sponsor, such Participant will provide the Sponsor with one or more appropriate images of such Participant for use by the Sponsor for such purposes.

Publications And Presentations

Each Participant acknowledges and agrees that it is the objective of both Sponsor and Participant that the Recipients will present results from the research activities described in their Program applications in one or more publications or presentations. Each Participant agrees that, if such Participant is selected as the Recipient, such Participant will use their best efforts to publish or publicly present such results, including data generated in connection with Program Benefits, in collaboration with the Sponsor (“Publication”).  For clarity, the Sponsor shall have the right to use any information or data in any such Publication as provided in the preceding paragraph.

Indemnity, Disclaimer And Limitation Of Liability

By participating in the Program, each Participant agrees on behalf of such Participant and such Participant’s institution or company to release, discharge, indemnify and hold harmless Sponsor, its affiliates and subsidiaries, and its and their 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 Program or the receipt, use or misuse of the Program Benefits. Sponsor makes no, and hereby disclaims all, warranties, representations, or guarantees, express or implied, in fact or in law, with respect to the Program or Program Benefits, including, without limitation, as to quality or fitness for a particular purpose. THE SPONSOR IS NOT RESPONSIBLE FOR LOST, LATE, STOLEN, INCOMPLETE, ILLEGIBLE, INACCURATE, UNDELIVERED, DELAYED OR MISDIRECTED APPLICATIONS, OR FOR ANY COMPUTER, INTERNET, EMAIL, TELEPHONE OR TECHNICAL MALFUNCTIONS OR DELAYS, OR FOR ANY HUMAN ERRORS THAT OCCUR IN THE PROCESSING, TRANSMISSION OR RECEIPT OF APPLICATIONS, OR FOR INACCURATE TRANSCRIPTION OF APPLICATION INFORMATION, OR IF THE PROGRAM 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 SPONSOR, ITS AFFILIATES OR SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY LOST REVENUES, LOST PROFITS OR DAMAGES FOR HARM TO BUSINESS OR LOSS OF DATA, IN EACH CASE, WHATSOEVER ARISING OUT OF OR IN CONJUNCTION WITH THE PROGRAM OR THE RECEIPT, USE OR MISUSE OF ANY PROGRAM BENEFITS, 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. WITHOUT LIMITING THE FOREGOING, SPONSOR’S TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM SHALL IN NO EVENT EXCEED THE TOTAL VALUE OF THE PROGRAM BENEFITS.

Privacy

Sponsor may collect and use personal information that Participant provides to Sponsor in connection with entering the Program to conduct the Program and to contact the potential Recipients. By participating in the Program, each Participant, on behalf of itself and its institution or company, hereby acknowledges and agrees that any personal information provided by or on behalf of Participant to Sponsor in connection with the Program will be subject to Sponsor’s Privacy Policy.

Miscellaneous

Sponsor reserves the right to suspend, modify, cancel or terminate the Program at any time, with or without advance notice (whether before or after selecting any Recipient), 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 Program. If one or more provisions of these terms and conditions are held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall be valid and enforceable. These terms and conditions are governed by and shall be construed by the laws of the State of California, USA, without application of its choice of law principles. Should there be a conflict between the laws of the State of California and any other laws, the conflict will be resolved in favor of the laws of the State of California. The failure of Sponsor to comply with any provision of these terms and conditions 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 terms and conditions.

Recipient List

For the names of the Recipients, please send a self-addressed, stamped envelope to “Imaging Innovator Network Program Recipient’s List,” Akoya Biosciences, Inc., 100 Campus Drive, 6th Floor, Marlborough, MA 01752, USA, by 9 July 2021.

Sponsor

Akoya Biosciences, Inc., 100 Campus Drive, 6th Floor, Marlborough, MA 01752, USA