Terms and Conditions of competition participation


ORGANIZER OF THE M2M CHALLENGE

The M2M Challenge competition (the “Competition” or the “M2M Challenge”) is initiated and organized by the Navispace AG with its principal place of business at Herrsching, Keramikstr. 4, 82211 Herrsching, Germany (the “Navispace AG” or “Organizer”).

SPONSOR OF THE M2M CHALLENGE

The M2M Challenge may be sponsored by various sponsors at various levels. Sponsors shall be fully integrated into the Competition.

PURPOSE OF THE M2M CHALLENGE

The purpose of the M2M Challenge is to promote the development of m2m application solutions in primarily the mobility, healthcare, energy, consumer electronics & more, and the security market. The Competition seeks innovative m2m applications that will be utilized and commercialized in the open market. All submitted solutions (“Submissions”) will be judged, with the best Submissions receiving official Competition awards.

RIGHT TO PARTICIPATE

Only m2mapps members are entitled to participate (“Participant”) in the Competition. Navispace employees, their direct family members and persons living in the households of said employees are not eligible to enter. It is free of charge to become an m2m apps member. The name of the participant and the email address will automatically be forwarded to m2mapps.com. The participant will get a confirmation link from m2mapps and will have to confirm the membership at m2mapps. The Submissions will only be accepted after the m2mapps membership has been confirmed by the participant.

DEADLINE FOR PARTICIPATION

Solutions must be submitted electronically by November 30, 2013, 12:00 p.m. CET (please refer to the procedure given below).

PROCEDURE

Submissions in the M2M Challenge must be made in English via the M2M Challenge secure Internet database at www.m2m-challenge.com. When registering, a user name and password must be chosen. After entering the Competition and registering thereto, the Competition database can be accessed with the login data as often as necessary until November 30, 2013, starting from May 14, 2013. Changes in the description of any Submissions can be saved and worked on until November 30, 2013. Upon registration, each Participant must supply specific personal data that will be electronically saved, used and processed by Navispace in order to carry out the M2M Challenge and award prizes. This data is mandatory. All mandatory data in the database must be completed by November 30, 2013, 12:00 p.m. CET. All solutions for which all mandatory fields are completed by November 30, 2013, 12:00 p.m. CET will automatically be entered into the competition. Additional Submissions are not necessary. Submitted products and prototypes will then be shown to the M2M Challenge team of judges. All judges will be required to sign a non-disclosure-agreement (“NDA”) before any solutions are put forward for evaluation.

Navispace intends to maintain the Competition database and make it accessible during the course of the Competition. Navispace does not guarantee that the Competition database will be accessible at all times. Internet traffic conditions or availability or server capacity may limit or cause the accessibility to deteriorate to differing degrees.

Upon entry into the Competition, all Participants represent that they have all unrestricted rights necessary to submit applications, and that by doing so they do not defame or invade publicity rights or privacy of any person, entity, or otherwise infringe upon any person’s or entity’s intellectual property rights.

All Participants agree that all Competition sponsors can view the submitted solutions anonymously after signing an NDA. In case one or more sponsor is interested in one or more of the submitted solutions (for cooperation, acquisition or the like) the Organizer will contact the respective Participant and ask for permission to forward the respective solution to the respective sponsor.

AWARDING OF PRIZES

The judges of the M2M Challenge will select at their sole discretion ten Submissions for final evaluation. The M2M Challenge Winner will be chosen from these ten Submissions. The winner shall receive a grant of USD 5,000 and marketing support by the m2mapps community and the organizer. The M2M Challenge Winner presentation will take place in early 2014.

CONFIDENTIALITY

The Submissions and the saved treatment statuses will be protected against any access by unauthorized third parties. The personnel and experts charged with the performance of the Competition are committed to treat all matters confidentially pursuant to a signed NDA. The M2M Challenge Winner, the runner-ups and their respective Submissions will be identified and made public during the winner presentation. Once the solution has been publicly awarded, the Organizer takes no further responsibility regarding further cooperation of Participants with sponsors or experts.

TITLE AND INTELLECTUAL PROPERTY

Intellectual Property Rights (“IPR”) means all intellectual property rights related to each solution or Submission including, without limitation, patents (including utility models), pending patent applications, copyrights (including copyrights covering software or firmware), mask works on integrated circuit mask sets, design patents, and designs (whether or not capable of registration), chip topography rights and other like protection, trademarks and any other form of statutory protection of any kind and applications for any of the foregoing as well as any trade secrets or other intellectual property rights, whether in existence now or created, invented or developed in the future.

Participation in this Competition shall not modify, transfer or otherwise affect the title, right or ownership of any copyrights, patents, trademarks, trade names, logos or any other IPR existing in any submitted solution. Any and all such rights shall remain the exclusive property of the respective party and/or Participant owning such rights. However, Navispace reserves the right to use the winning product and the finalist Submissions in any publicity or promotion relating to the Competition after the winner is announced. Further, each Participant agrees that Navispace may use a winning Participant’s name and photograph in any publicity or promotion relating to the Competition and that Navispace has the right to publicize the winning prototype / product and the names of all the finalists and/or award winners, all without royalty or consideration.

Navispace is not granting any IPR protection in connection with the Competition and makes no warranties of any kind related thereto. Participants are solely responsible for protecting any and all IPR in any Submissions and should do so before entering the Competition.

Prior to participation in the M2M Challenge, all Participants must make an independent determination that they are authorized to submit a product or prototype in the Competition by notifying, if applicable, their employer, or if a student, their College and/or University, whichever is applicable, of the respective product or prototype to be submitted and the Participant’s intent to submit this product or prototype in the Competition. The notification hereto is required by each Participant so that each Participant can determine if their employer or former employer and/or their College and/or University, whichever is applicable, holds IPR in the solution being submitted because, among other reasons, the product or prototype was developed in connection with the Participant’s employment, or if a student, developed by the Participant in the course of his or her study or research at the College or University.

Each Participant must disclose in the database (mandatory field) all IPR held by, and/or all IPR applications made by, the Participant or any other parties, in connection with any submitted products or prototypes, or parts thereof.

Each Participant understands and acknowledges that any IPR protection in any submitted solution may be lost, waived or become common property as a result of participation in the M2M Challenge and/or through publication of the solution during the M2M Challenge Winner presentation unless the solution is properly protected prior to Submission. Navispace strongly recommends all products and prototypes be properly protected under applicable law before Submission.

Despite all efforts taken by Navispace to keep the submitted solutions confidential prior to the publication of the product or prototype, each Participant understands and agrees that Navispace does not assume any liability for any damage resulting from the submitted product or prototype becoming public.

STATE, FEDERAL AND INTERNATIONAL REGULATIONS:

This Competition is subject to the provisions of all applicable International, State and local laws and regulations. This offer is void where prohibited.

TAXES, FEES:

The prizes shall be delivered free and clear of debt to all winners. The winning Participant shall be solely responsible for any and all taxes, lawyer fees or fees of any kind arising out of successful participation in this Competition. If the winner refuses to accept the prize property, then the 1st runner up becomes responsible for all above stated prizes, taxes and fees. Should the 1st runner up refuse in writing to accept the prize property, then the 2nd runner up shall become responsible for all the stated fees and taxes.

MISCELLANEOUS

By participating in the Competition, the Participant agrees to and shall comply with these Terms and Conditions. Navispace reserves the right in its sole discretion to disqualify, at any point in time, any Submission that does not comply with the requirements set forth in these Terms and Conditions without notification. Any direct or indirect form of gaming, collusion, misrepresentations or otherwise deceptive or abusive behavior shall be deemed a violation of these Competition Terms and Conditions. Navispace reserves the right, at its sole discretion, to disqualify and cancel any entry from any Participant it finds to be tampering with the operation of the

Competition, acting in violation of these Terms and Conditions or acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other Participants.

CAUTION: ANY ATTEMPT BY AN ENTITY OR INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINING THE LEGITIMATE OPERATION OF THE COMPETITION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, NAVISPACE RESERVES THE RIGHT TO SEEK COMPENSATORY, PUNITIVE AND OTHER DAMAGES FROM ANY SUCH ENTITY OR INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW.

If an entry is cancelled by Navispace, the relevant participation in the Competition shall be terminated, and all associated rights shall lapse.

Navispace shall be responsible for overseeing the Competition, including but not limited to overseeing all aspects of determining eligible Submissions. By participating in the Competition, Participants acknowledge that all decisions of Navispace and the judges are final and binding in all respects.

Navispace may issue interpretive guidelines regarding the provisions of these Terms and Conditions.

Navispace may modify these Terms and Conditions from time to time, which modifications will take effect at the time they are announced.

If any part of these Terms and Conditions is declared invalid or unenforceable for any reason, the remainder will be valid and enforceable as if the invalid or unenforceable part were not included herein. There shall be substituted for any invalid or unenforceable provision a suitable provision that, as far as is legally possible, comes nearest to the sense and purpose of these Terms and Conditions, taking into account all other applicable rules and policies.

If for any reason the Competition is not capable of running as originally planned due to any reason, including, without limitation, infection by computer virus, bugs, tampering, unauthorized intervention, fraud or technical failures which in Navispace’s sole discretion corrupt or affect the administration, security, fairness, integrity or proper conduct of the Competition, Navispace reserves the right, at its sole discretion, to terminate, modify or suspend the Competition. In the event the Competition is so terminated, then these Terms and Conditions will be considered null and void and of no further force or effect (except those Sections herein regarding liability and/or damages, which shall survive indefinitely), and Navispace will have no obligations or liability of any kind to any Participant. In the event the Competition is so suspended or modified, then Navispace may determine, in its sole discretion, when and/or with what modification(s) the Competition will resume, and any subsequent winner(s) will be determined in a manner which Navispace determines, in its sole discretion, is fair, appropriate and consistent with these Terms and Conditions.

Navispace and its respective agencies are not responsible for any incorrect, inaccurate or incomplete information, whether caused by website users or by any of the equipment or programming associated with or utilized in the Competition, and Navispace and its respective agencies assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Competition website, regardless of the cause or reason therefore.

Navispace and its respective agencies are not responsible for injury or damage to Participants or to any other person’s computer related to or resulting from participating in this Competition, from uploading or downloading materials to or from any website, or from use of any website.

IN NO EVENT WILL NAVISPACE AND ITS RESPECTIVE PARENTS, AFFILIATES, SUBSIDIARIES, AND OTHERWISE RELATED COMPANIES, THEIR RESPECTIVE ADVERTISING OR PROMOTION AGENCIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, ATTORNEYS, REPRESENTATIVES AND AGENTS, BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF, RESULTING FROM, ARISING IN CONNECTION WITH OR PARTICIPATION IN, THE COMPETITION, INCLUDING THE NEGLIGENCE OF OTHER PARTIES OR THEIR AFFILIATES, REPRESENTATIVES, EMPLOYEES AND AGENTS, OR THE NEGLIGENCE OF ANY OTHER PARTICIPANT IN THE COMPETITION, OR ANY OTHER CAUSE. IN NO EVENT SHALL NAVISPACE AND ITS RESPECTIVE PARENTS, AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, THEIR RESPECTIVE ADVERTISING OR PROMOTION AGENCIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, ATTORNEYS, REPRESENTATIVES AND AGENTS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS.

NAVISPACE AND ITS RESPECTIVE PARENTS, AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, THEIR RESPECTIVE ADVERTISING OR PROMOTION AGENCIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, ATTORNEYS, REPRESENTATIVES AND AGENTS MAKE NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE OR NON-INFRINGEMENT WITH RESPECT TO THE COMPETITION OR ANY WEBSITE UTILIZED TO ENTER THIS COMPETITION. FOR THE AVOIDANCE OF DOUBT, NO PROVISION IN THESE TERMS AND CONDITIONS SHALL BE CONSTRUED AS LIMITING THE LIABILITY OF ANY PARTY WHICH CANNOT BE EXCLUDED UNDER GENERALLY APPLICABLE LAW.

By participating in this Competition, each Participant, releases, indemnifies and holds harmless Navispace and its respective parents, affiliates, subsidiaries, successors, assigns and licensees, the service agencies and independent contractors of any of the above organizations and their respective directors, officers, employees, members, shareholders, attorneys, representatives and agents, including advertising and promotion agencies, from and against any and all liability, judgments, claims, losses, damages, costs and expenses (including, without limitation, reasonable outside attorneys’ fees) with respect to or in any way arising from participation in the Competition or the awarding, acceptance, possession or use (or misuse) of the Competition award, including, but not limited to, liability for personal injury.

These Terms and Conditions, and the relationship between the Participant and Navispace are governed by and interpreted in accordance with the laws of Germany as applied to agreements entered into and fully performed therein by residents thereof. All Participants consent to the jurisdiction of and venue in the state and federal courts sitting in Munich, Germany, shall have exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with these Terms and Conditions. In the event of litigation hereunder, the prevailing party shall be entitled to recover reasonable costs and expenses including reasonable attorneys’ fees.

This Competition has not been approved or endorsed by any government agency. By participating in this Competition or accepting any prize that they may win, all Participants agree to release Navispace, their parent, subsidiary, affiliated and successor companies, advertising and promotion agencies and prize suppliers, and each of their respective officers, directors, agents, representatives and employees from any and all actions, claims, injury, loss or damage arising in any manner, directly or indirectly, from participation in this Competition and/or acceptance or use of the prize.

CONTACT

For information about the Competition refer to the Internet address: www.m2m-challenge.com.

For further questions please contact: s.eicke@navispace.de