Terms and Conditions of Entry for the Nautilus Iterative Mapping Grant Program

These Terms and Conditions of Entry (“Entry Terms”) govern your submission of proposal(s) to the Nautilus Iterative Mapping Grant Program (“Program”). If your proposal is selected for participation in the Program, additional terms and conditions will apply to Nautilus’ provision of services under the Program, as referenced below.

1. Program Eligibility

In order to be considered for participation in the Program, applicants submitting proposals (“Applicants”) must be engaged full-time in laboratory-based scientific research and must have attained at least the age of majority in their jurisdiction of residence, and in any event, be at least 18 years of age. Employees, officers, directors, agents, representatives and independent contractors of Nautilus its subsidiaries or affiliated companies, together with their immediate family members and members of the same households (whether related or not) are not eligible to participate. Employees, officers, agents or directors of companies or institutions for which a member of Nautilus’ management team or Board of Directors exercises any control or decision-making authority are not eligible to participate.

Also ineligible to participate are any persons who are (1) government employees (but not including academic researchers at state universities), (2) from countries subject to United States embargo, (3) on any restricted list of the United States government (including any Denied Persons List, Specially Designated Nationals list, Entity List, Unverified List or any other similar list maintained by the U.S. government identifying restricted individuals), or (4) persons for whom, in Nautilus’ reasonable determination, it would be illegal or against Nautilus policies for Nautilus to interact with as contemplated herein.

2. Entry

Qualified entries to the Program must include all information required on the Program webpage, must be submitted in accordance with any deadlines or due dates set forth on the Program webpage, and must be submitted as otherwise set forth on the Program webpage. By entering, each Applicant gives Nautilus permission to contact the Applicant regarding their products and services, whether or not the Applicant is selected as a participant in the Program (“Participant”). Each Applicant shall be entitled to make one (1) entry to the Program only. In the event that Nautilus deems an Applicant to have made multiple entries to enter or to have acted in bad faith with respect to the Program, then Nautilus reserves the right, in its sole discretion, to exclude the Applicant from the Program and any selection as a Participant. Nautilus reserves the right to select no more than one (1) Participant per research laboratory.

In entering the Program, in addition to such other acknowledgements and agreements set forth elsewhere herein, each Applicant acknowledges and agrees: (1) to be bound by these Entry Terms and such other terms as may be set forth on the Program webpage; (2) that Applicant’s participation in the Program shall be expressly conditioned upon Applicant’s acceptance of and agreement to Nautilus standard Early Access Program Terms and Conditions (“EAP Terms”) that will be provided to Applicants upon their selection as prospective Participants; (3) that Nautilus shall retain full authority, in its sole discretion, to conduct the Program, including but not limited to interpreting and administering these Entry Terms and any terms set forth on the Program webpage; (4) that any dispute with regard to the conduct of the Program, rule interpretation or selection of Participants, shall be resolved by the Nautilus in its sole and absolute discretion, whose decision shall be binding and final; and (5) to be bound by all decisions and interpretations regarding the Entry Terms made in good faith by Nautilus.

Each Applicant further expressly represents and warrants that Applicant: (1) has the right to submit their entry to the Program, and if selected as a Participant, to participate in the Program; (2) is not legally, contractually, or by these Entry Terms, barred or restricted from making such entry; and (3) will be submitting samples and information in accordance with the Program webpage, these Entry Terms, and Nautilus EAP Terms.

3. Selection

Nautilus’ selection of Participants in the Program from qualified entries will be at Nautilus’ sole and absolute discretion based upon Nautilus’ own determined factors, including but not limited to an Applicant proposal’s potential research impact, compatibility of an Applicant proposal with Nautilus’ platform, and other factors within Nautilus’ sole and exclusive judgment. Nautilus’ selection of Participants shall be final and shall not be subject to appeal or requests for reconsideration by any Applicant. Selected Applicant(s) will be notified of their selection by Nautilus at the email address provided in their entry within a reasonable time after their selection or as otherwise provided on the Program webpage. In order to become a Participant, selected Applicants will have three (3) business days in which to respond to Nautilus’s notification of their selection. If a selected Applicant fails to respond to the notification of selection by the end of the 3rd business day, then Nautilus may cancel their entry and select a different Applicant for participation in the Program. Nautilus shall have no obligation to notify Applicants who are not selected.

Nautilus may refuse to select an Applicant or may disqualify a Participant if Nautilus determines, in its sole and absolute discretion, that Applicant’s (or Participant’s, as the case may be) entry or participation in the Program would likely result in a violation of an applicable law, rule, or policy of Nautilus, or Applicant’s (or Participant’s, as the case may be) company or institution, or would otherwise be contrary to the interests of Nautilus.

Participation in the Program is not guaranteed. In accepting any entry to the Program, Nautilus makes no representation or guaranty that such entry (or any entry) will be selected for participation in the Program.

4. Entry Information

Applicant understands and agrees that any information, materials and/or ideas that are submitted or otherwise provided to Nautilus in submitting an entry for the Program, will not be returned, and that Nautilus makes no representation or warranty, and expressly disclaims any obligations with respect to the security or confidentiality thereof.

Applicants shall not include, and by submitting their entry to the Program warrant that they have not included, any personally identifiable information of any person or person’s from whom any samples are or may have been derived where such information is subject to protection of any privacy or data protection laws, including without limitation the Health Information Portability and Accountability Act of 1996 and any amendments or updates thereto (“HIPAA”).

5. Use of Name and Likeness

Applicant acknowledges and agrees that, if the Applicant is selected as a Participant, Nautilus shall be permitted to publicize Participant’s participation in the Program without further compensation or consent, including publishing on any one or more of Nautilus website(s) and/or social media accounts, the Applicant’s name, biographical information, likeness, the name of the Applicant’s company or institution, and the project title (excluding further project details).

6. Indemnification and Limitation of Liability

By participating in the Program, Applicant agrees on behalf of themselves and their company or institution to release, discharge, indemnify and hold harmless Nautilus and its affiliates, subsidiaries, 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 their entry in the Program

7. Miscellaneous

Nautilus reserves the right to modify, suspend, cancel or otherwise terminate the Program with or without any advance notice, including, without limitation, in the event of any act, occurrence or reason that it believes would compromise the conduct, legality, administration or integrity of the Program. These Entry Terms, and any other terms set forth on the Program webpage, shall be interpreted in accordance with 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. If any portion of the Entry Terms are held to be invalid or unenforceable by a court of competent jurisdiction, the remaining Entry Terms shall remain valid and enforceable. The failure of Nautilus to comply with any provision of these Entry Terms 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, pandemics or epidemics, quarantine restrictions, or other such contingencies beyond the control of Nautilus shall not be considered a breach of these Entry Terms.

Except as set forth herein and in any terms set forth on the Program webpage (and for Participants, Nautilus EAP Terms), no other terms, agreements or understandings shall apply as between Applicant (including Applicant’s company or institution) and Nautilus with respect to the conduct of the Program as provided herein and on the Program webpage.