The rules for Future Health Lab

These Rules of participation in the Laboratory (hereinafter referred to as the "Rules") govern the relations of the parties (the Organizer, the Applicant and the Participant) arising out of and in connection with the participation in the Laboratory.

The Applicant must confirm that it has read, understood and agrees to comply with the Rules, and fully accedes to the Rules, which is confirmed by submitting the application. From the moment of acceptance of the Rules, the Applicant/Participant is considered to have acceded to the Rules, and also acquires and exercises the rights and obligations specified by the Rules.

1.1. Laboratory - a set of events organized by the Organizer for the scouting and selection of Startups in order to assist in the development of their technological projects through Mentoring and expert support, attracting investments and partners. The Laboratory is aimed at practical testing of startup hypotheses and bringing them to the piloting stage (that is, testing the technology in medical clinics and on the premises of other Laboratory partners). The Laboratory is neither a bidding process, nor a public tender or public promise of an award. Consulting services are not provided within the framework of the Laboratory.

1.2. Demo Day - a final event at the end of the Laboratory, where Participants present the results that they have achieved during their participation in the Laboratory to the Organizer and its partners.

1.3. Applicant - a legal entity or a group of individuals ready to establish a legal entity after the Module 1 that has submitted an application for participation in the Laboratory in the manner prescribed by the Rules.

1.4. Mentoring - interaction of the representative of the Organizer with the Applicant / Participant for the purpose of transferring its knowledge, skills and abilities.

1.5. Organizer – SIA 4PM Ventures, a company registered in the Republic of Latvia, having its registered address at Ropažu iela 56-7, Rīga, LV-1006, Latvija, registration number 40203241645.

1.6. Representative - an individual(s) whose personal data is provided to the Organizer via the Website, including the data contained in the application submitted via the Website for participation in the Laboratory, or additional documents / materials requested from the Applicant / Participant.

1.7. Product – a new product or service currently developing by the Applicant, which solves an existing problem in the healthcare industry and is in demand by target market.

1.8. Website of the Organizer (Website) – a website on the Internet located at www.lab.4pmventures.com.

1.9. Participant (Startup) – an Applicant that is selected in accordance with these Rules to participate in any module of the Laboratory specified in the paragraph 3.1. of the Rules.

1.10. Lab Participation Agreement – an agreement between the Organizer and Participant sets forth the main terms and conditions of participation in Modules 2-4 of the Laboratory in the form proposed by the Organizer.

1.11. Partner – an enterprise interested in utilizing a technology or cooperating in the development of the Product of the Participants.

2.1. The Laboratory's aim is to scout for, evaluate, select and facilitate the development of Participants through Mentoring and expert support, attracting investments and Partners.

2.2. Timetable.
The Participants shall follow the timetable below, and failure to meet any of the deadlines may result in disqualification to participate in the Laboratory:
(a) Registration Period: from May 20, 2024 till June 8, 2024;
(b) Registration Deadline: June 8, 2024;
(c) The Applicants that are selected to participation in the Module 1 will be notified hereof on or before June 10, 2024;
(d) The Participants will be notified on or before July 1, 2024 whether they are selected to receive a certificate for free participation in Modules 2-4, or they need to pay for further participation in the Laboratory.
(e) Laboratory program: from June 12, 2024 till December 17, 2024;
(f) Demo Day: December 18, 2024.

Dates may be changed by the Organizer.

At the end of the Laboratory, Participants that have completed the Laboratory in full will receive 6 (six) months of support from the Organizer.

2.3. All verbal and written communications between the Participants, the Organizer and experts during the course of the Laboratory will be conducted in English language.

3.1. The structure of the Laboratory is divided into the following 4 (four) modules, which will be refined and designed for the tasks of the Participants, based on the results of the Module 1 of the laboratory:

• Module 1 - goals definition, assessing potential;
• Module 2 - project development, pilot preparation;
• Module 3 - resource acquisition, funding;
• Module 4 - team composition, fundraising strategies. Demo Day.

The detailed schedule for each module of the Laboratory will be communicated to the Participants after the completion of the previous one. The schedule for the Module 1 will be announced in the invitation letter to the Laboratory based on the results of the Application review.

3.2. Participation in the Laboratory is fee-based. The Laboratory fee is EUR 25,000 (twenty-five thousand euros).

3.3. 50 (fifty) selected Applicants will get invites to Module 1. Afterwards, from the selected Startups, at the end of the Module 1, the Organizer will select 12 (twelve) Startups that will receive a certificate for free participation. This decision will be announced before July 01, 2024.

3.4. The Startup that received a certificate for free participation shall within 3 (three) working days sign the Lab Participation Agreement and confirm its obligation to take part in all laboratory activities and events with at least one representative.

3.5. If the Participant that received the certificate does not confirm its further participation and does not sign the Lab Participation Agreement, the Organizer has the right to revoke the issuance of the certificate and transfer it to another Participant within 5 (five) business days from the date of issuing the certificate.

3.6. If the Participant, after accepting the certificate and signing the Lab Participation Agreement, decides to withdraw or stops participating in the Laboratory without agreeing to their withdrawal with the Organizer, then it is obligated to pay the full cost of the Laboratory specified in the paragraph 3.2.

3.7. The criteria by which certificates for free completion of the Laboratory will be issued: region, project maturity, the opinion of the Laboratory’s Partners and experts. The final decision will be made solely at the discretion of the Organizer.

3.8. The remaining Startups (which admitted to the Module 1, but which did not receive certificates for further participation in the Laboratory without payment) must choose one of the following options before July 16, 2024: 1) pay for participation in the Laboratory with money in the amount specified in paragraph 3.2., or 2) pay for participation in the Laboratory with the shares of its Startup: 1% of equity calculated on a fully diluted basis, or 3) do not continue the participation in the Laboratory.

3.9. If a Startup decides not to participate further in the Laboratory after the Module 1, then there is no need to pay for the Module 1.

3.10. All Participants which have passed to the next stage after the Module 1 (both those which will receive a certificate for free participation and those which will pay for its participation) will have to sign a Lab Participation Agreement with the Organizer in the form proposed by the Organizer.

3.11. The payment schedule for participation in the Laboratory with a Startup can be agreed upon individually.

4.1. To participate in the Laboratory, the Applicant shall meet the following criteria:

• Product meets the criteria set forth in its definition;
• Industry meets the criteria set forth in clause 4.3 below;
• Stage meets the criteria set forth in clause 4.4 below;
• Organization meets the criteria set forth in clause 4.5 below;
• Team meets the criteria set forth in clause 4.6 below.

4.2. Evaluation of the Applicant for compliance with these requirements is carried out by the Organizer at its sole discretion.

4.3. The Startup must operate in the Health Tech field and must have a focus on one of the following 9 (nine) technological areas:

• Femtech and Men's Health; In-Vitro Diagnostics; Medical wearable devices; Digital Therapeutics;
• Digital Health;
• Mental Health. Neurotech;
• Agetech/Silver tech;
• Rehabtech, Home-based Rehabilitation;
• Home healthcare and Healthcare-Outside-Hospitals.

4.4. The Applicant should formulate a hypothesis for Product use and ensure product readiness level is at least TRL 4+. The degree of Product readiness will be determined by the Laboratory experts when considering the application.

4.5. The Applicant should have a legal entity registered in European Union countries. If the Applicant is not registered in the EU at the time of application, but is ready to do so, then the Organizer is ready to discuss individual conditions.

4.6. The Applicant should possess a team of at least 3 (three) professionals and to be ready to dedicate a minimum of 2-3 days per week to participate in the Laboratory. However, if the Applicant is a scientist at a university or a doctor in clinic, and has a Product prototype, but no team and/or legal entity, then the Organizer is ready to discuss individual conditions with such Applicant.

4.7. The Applicant will not be allowed to participate if: it is not registered in the EU and the team is not ready to register it, does not meet the focus, and has not passed the internal examination.

5.1. The Application
To participate in the Laboratory, the Applicants shall submit an application via the Website within the timeframes and in the form specified on the Website, attaching the documents specified in the application form.

The application shall be submitted in English language.

After submitting an application, the Applicant may receive requests from the Organizer for additional information and interviews.

The Applicant acknowledges that the Applicant's Representative has all the rights, powers and consents that may be required to submit the application.

All materials and information provided as a part of the application, as well as Product itself, must comply with the requirements of the applicable legislation and other laws applicable to the Product and the Applicant / Participant.

By providing information and materials, the Applicant confirms that such information, materials are not confidential or protected as trade secrets or that necessary permits have been obtained for disclosure of such information and materials as described in the application.

5.2. Personal data
Prior to sending the application, the Applicant is obliged to read the Privacy Policy and the Cookies Policy posted on the Website. Sending an application for participation in the Laboratory means the Applicant's consent to the specified documents.

By submitting the personal data of its representatives, the Applicant / Participant confirms that it has received from its representative(s) the proper consent to the transferring and processing of such personal data. The Applicant shall provide the copy of such consent within two (2) working days upon the Organizer’s request.

6.1. The Applicant / Participant does not assign any rights in the Product to the Organizer, including intellectual property rights to the results developed during the participation in the Laboratory unless otherwise agreed.

6.2. Participation in the Laboratory does not grant to the Applicant the right to use in any manner the trademarks, trade names, commercial designations, other results of intellectual activity, the owner of the exclusive rights to which is the Organizer and (or) the Partner of the Organizer and (or) its affiliates, unless otherwise agreed by the Organizer and the Applicant / Participant.

6.3. The Applicant/ Participant guarantees that:

• has all the necessary rights, permissions, powers to use intellectual property, including, but not limited to, objects of copyright, patent and related rights, know-how, means of individualization of third parties used in the Product and included in the materials mentioned in clause 6.4. of the Rules;
• that the terms of use and distribution of the open-source software used in the Product do not restrict the further use and distribution of the open-source software for commercial use;
• that the Product, the use of the Product and the disposal of the Product for the purposes of fulfilling obligations in connection with participation in the Laboratory and use of the materials mentioned in clause 6.4. of the Rules do not violate the intellectual property rights of third parties, including without limitation the rights to objects of copyright, related, patent rights, the rights to means of individualization or knowhow, and also does not violate the terms of use of open-source software licenses;
• that at the time of filing an application for participation in the Laboratory, as well as during the period of participation of the Applicant, Participant in the Laboratory, the Product and the materials mentioned in clause 6.4. of the Rules are not pledged, the Applicant, Participant is not aware of any claims of third parties to the Product and the materials, including, without limitation, claims of copyright holders, lawsuits or petitions in relation to the Product and the materials. In the event that during participation in the Laboratory the Applicant, the Participant becomes aware of one of the circumstances listed in this paragraph, it is obliged to immediately inform the Organizer about it. In case of claims by third parties in connection with the use of the Product/materials specified in clause 6.4 of the Rules, the Applicant/Participant undertakes to indemnify the Organizer/Partner of the Organizer, their affiliates from any liability, in particular, in respect of all claims, expenses, costs and direct damages (including reasonable legal fees).

6.4. During the Laboratory, the Applicant / Participant may provide the Organizer the materials that are the results of intellectual activity, including Product's presentations, demo files, logos. The Applicant / Participant gives the Organizer and the Organizer's Partner consent to use such results of intellectual activity for the purpose of conducting the Laboratory, for the duration of the Laboratory and 3 (three) years after, throughout the world.
Such results of intellectual activity can be reproduced, translated or otherwise processed, published, copied, made available to the public (including by posting on the websites of the Organizer and the Partner of the Organizer, in the official groups of the Organizer and the Partner of the Organizer in social networks), and may also be communicated on the air or by cable, publicly performed or shown publicly at the discretion of the Organizer and the Partner of the Organizer without additional agreement with the Applicants / Participants of the Laboratory. The Organizer / the Partner does not pay any remuneration for the use of the above results of intellectual activity. Consent given under this clause cannot be withdrawn.

6.5. Conditions, violation of which may result in termination of participation in the Laboratory: violation of ethical standards, disrespect for the Organizers and other participants of the Laboratory.

7.1. The main way of sending messages from the Parties during participation in the Laboratory is exchange of electronic messages to the e-mail addresses of each of the Parties.

7.2. The e-mail address of Applicant / Participant is the address specified by them when applying for participation in the Laboratory through the Organizer's Website.
Messages sent from the Organizer or the Partner of the Organizer are e-mails to the Applicant / Participant from e-mail addresses with the 4pm.ventures or expanse.vc domain names.
The Organizer is notified and informed via email: lab@4pmventures.com.

7.3. The use of other communication methods, including mobile communication, as a method of interaction between the Parties is allowed exclusively at the discretion of Organizer. The Organizer may use additionally other contact information provided by the Applicant/Participant for sending notifications.

7.4. Information about revision of the deadlines for collecting and (or) processing of applications, about revision of terms for implementation of Laboratory, information about amendments to the Rules and other information intended toall Applicants/Participants is posted on the Organizer’s Website or communicated to the Applicants / Participant via email.

7.5. The Participants are obliged to notify the Organizer about the development of their project, attracted funding, and implemented pilots within 3 (three) years after finishing the Laboratory.

8.1. The Applicant / Participant gives its consent for use by the Organizer and the Partner of the Organizer of the provided information about the Applicant / Participant, the Product, including by posting on Organizer’s Website on the Internet and in other sources for the purpose of informing about the Laboratoryand its outcome.

8.2. The Organizer may take photos and videos of the representatives of the Applicant / Participant during the events, post photos and videos on the Organizer's Website as well as in other sources, including in printed materials of the Organizer and in the Organizer's official groups in social networks.

8.3. The Applicant / Participant bears all expenses of participating in the Laboratory. The Organizer disclaims all liability for any losses that the Applicant / Participant may incur as a result of participation in the Laboratory, including those related to any changes, suspension and abandonment of the Laboratory, exclusion of the Applicant / Participant from the Laboratory, as well as for any damage (direct or indirect), any losses incurred andcaused not as a result of deliberate actions of the Organizer, including due to termination of Organizer’s Websiteor information systems, computer failures, issues with Internet access, or any other commercial losses, as well aspartial or complete loss of any information of the Applicant/Participant related to use or inability to use Organizer'sinformation systems, including in case of prior notification from the Applicant / Participant about the possibility of such damage, or based on any claim of a third party.

8.4. If the Applicant / Participant becomes subject to any claims, suits and (or) actions from third parties, including those arising in connection with the unlawful use by the Applicant / Participant of any results of the intellectual activity during the participation or in connection with the participation in the Laboratory, the Applicant / Participant undertakes to settle these claims and actions on his own and at his own expense.

8.5. In the event that the Organizer becomes subject to claims, suits and (or) actions from third parties, including those arising in connection with unlawful use by the Applicant/Participant of any results of intellectual activity during the participation or in connection with the participation in the Laboratory, the Applicant / Participant undertakes to settle claims and actions at its own expense and to compensate the Organizer's expenses for the settlement of these claims within 10 (ten) calendar days from the date of receipt of the Organizer's claim for compensation of the expenses.

8.6. The Organizer may, at its sole discretion, change the terms of the Rules, including, but not limited
to, cancel, suspend or terminate the Laboratory, change the conditions or terms of the Laboratory and its individual stages, without giving reasons, by notification of the Applicants via email or by posting the relevant information on the Organizer's Website.

8.7. Organizer may exclude the Applicant / Participant from participation in the Laboratory at any stage in the case of:

• absence of a response from the Applicant/Participant to the Organizer’s requests, including requests for information and documents, within the terms as specified by the Organizer, refusal to undergo an interview, or failure to attend the interview within the terms specified by the Organizer;
• non-compliance of the Applicant, Participant, Product, the information and documents provided with the requirements established by the Rules;
• refusal of the Applicant, Participant to participate in the activities of the Laboratory, absence on the day of any event of the Applicant;
• refusal or evasion of the Participant from concluding the confidentiality agreement and filling out the questionnaire provided to the Participant by the Organizer;
• if the Applicant’s, Participant's participation in the Laboratory, or use of the Product has led or may lead to damage to the business reputation or property damage to the Organizer or third parties.

8.8. Conducting the Laboratory does not imply any legal obligations for the Organizer to select projects to the Laboratory, provide finance to the Applicants / Participants or invest in their projects, render any services to them or purchase any goods, work, services or intellectual property from them, or reimburse their costs (including the costs of application submission, participation in the selection process and/or in the Laboratory proceedings) and any losses, as well as enter into any agreements and contracts with them. Any obligations of the Organizer, Partners of the Laboratory may commence only in connection with the contracts concluded by them. To all intents and purposes, the Organizer's liability to the extent of the Rules is limited to USD 1,000 (one thousand), which amount may be recovered from the Organizer only where the Organizer is at fault.

8.9. The law of the Republic of Latvia shall apply torelations of the Organizer and the Applicant, Participant arising out of or in connection with these Rules.

8.10. For the purpose of the pre-trial settlement of any disputes arising out of or in connection with these Rules, including disputes concerning their execution, modification (amendment), termination, non-conclusion or invalidity, the claim in writing should be delivered to email addresses specified in clause 7.2 of the Rules. The deadline for submitting a response to the claim shall be thirty (30) calendar days following receipt thereof. In case of failure of pre-trial settlement, the claim arising out of or in connection with these Rules, including disputes concerning their execution, modification (amendment), termination, non-conclusion or invalidity, shall be filed to the courts in accordance with the applicable jurisdiction.

9.1. The parties confirms that in their activities they follow business ethics and undertake to adhere to the provisions of the applicable anti-corruption legislation and to take no actions that may violate the norms of the applicable anti-corruption laws or cause such a breach by the other party, among other things, not to request, receive, offer, authorize, promise or make illegal payments directly, via third parties or as an intermediary, including (but not limited to) bribes in monetary or in any other form to any individuals or legal entities, including (but not limited to) government and local authorities, public officials, private companies and their representatives.

9.2. The parties undertake not to take any actions (omissions) causing threat of a conflict of interest and within a reasonable time to notify the other party of the potential circumstances of a conflict of interest that have come to its knowledge.

A channel for Organizer’s notification for sending (disclosing) the information: lab@4pmventures.com.

Applicant’s/Participant’s notification channel for submission (disclosure) of information: e-mail address specified in the Application.

9.3. The parties confirm that any third parties engaged into performance of this Agreement do not implement their actions to exert unlawful influence on the Public Officials or for the purpose of a commercial bribe, and will be allowed to perform contractual obligations after sufficient verifications conducted by the engaging party. The Applicant/Participant agrees to periodically perform anticorruption trainings and trainings on the questions of ethical behavior in the frameworks established by the Organizer.

9.4. The parties shall properly maintain and store all accounting records and other documents that confirm their costs incurred in accordance with the Rules. The parties shall offer their full support during any investigation and/or audit that may be carried out in pursuance of the Rules. The parties shall protect all the confidential information that they may become aware of during the audit, as stipulated by applicable laws.

9.5. In case of breach of the above-mentioned anti-corruption liabilities by Applicant / Participant, or receipt by the Organizer of information about such breach, Organizer is entitled to disqualify Applicant / Participant at any stage of Laboratory without any notification.

9.6. The applicable anti-corruption legislation means anti-corruption and anti-bribery laws, resolutions, rules, policies, oversight orders and permissions, including other anti-corruption laws in those cases when it is applicable to the relevant Party.

9.7. The Public Official means: - any appointed or elected person holding a post in the legislative, executive, administrative or judicial body or an international organization; - any persons performing any public function for the government, including for the government companies; - political leaders, officials of political parties, including candidates for political posts, high-powered officials in nationalized industries or natural monopolies; - directors and employees of the government agencies, institutions or state-owned companies, including doctors, military servicemen, municipal employees, etc.; - persons known to be relatives of or friends with public officials or to have business therewith and (or) act on behalf of and (or) in the interests of a public official.