AIntibody Competition Terms of Participation
1. Introduction
AIntibody, a program managed and administered by Specifica, an IQVIA business (“Administrator”), was established to determine the ability of different AI algorithms to facilitate antibody discovery. AIntibody aims to do this by offering a series of benchmarking competitions (each a “Competition”). The first competition comprises three challenges based on next generation sequencing (NGS) datasets generated during an affinity maturation and one selection campaign against SARS-CoV-2 RBD. As the AIntibody competition evolves, challenges are anticipated to become progressively more difficult, and each will be followed by a peer-reviewed manuscript to provide the community with clarity on the results, highlighting areas for improvement and satisfactory capabilities.
2. Your Acceptance
- By applying to, making submissions to, or participating in one or more AIntibody competition, you agree to the following terms and conditions (the “Terms”).
- If you apply to, make submissions to, or participate in, one or more Competitions on behalf of another person or entity, including your employer organization, you represent and warrant to Administrator that you have (or have been given) the authority to bind the person or entity to these Terms, and your acceptance of these Terms will be deemed an acceptance by that person or entity, and any references to “you” and “Participant” herein shall also refer to that person or entity.
- Administrator may modify or revise these Terms at any time. Such modifications or revisions shall not apply retroactively to in-progress or previously completed Competitions, but shall apply prospectively to Competitions initiated on or after the date the modifications or revisions are posted. You agree to be bound by such modifications or revisions. Although Administrator may attempt to notify you when major changes are made to these Terms, you should periodically review the most up-to-date version at AIntibody.com/terms.
3. Definitions
Words in these Terms with initial letters capitalized, whether used in the singular or the plural, shall have the meaning set forth below or, if not listed below, the meaning designated in places throughout the Terms:
- “Applicant” means a person or entity who submits an Application.
- “Application” means a written request to participate in a Competition.
- “Background IP” means Intellectual Property that was conceived, created, derived, developed, identified, or first reduced to practice prior to, or independent of, an Applicant’s or Participant’s participation in a Competition, but excluding Competition IP.
- “Competition IP” means all Intellectual Property conceived, created, derived, developed, identified, or first reduced to practice in connection with a Competition or otherwise submitted to Administrator in connection with a Participant’s Application or Submissions. For example, the NGS datasets provided to Participants may be considered Competition IP.
- “Contribution” means the non-financial contribution (including, without limitation, any Background IP, Competition IP, human resources, facilities, and equipment) made by an Applicant or Participant in connection with its participation in a Competition.
- “Embargo Period” means a minimum grace period of no more than 6 months, which may be specified by Administrator in its discretion for a particular Competition.
- “Identifying Information” means the identity, qualifications, and requested contact details for an Applicant or Participant.
- “Intellectual Property” means any information, data (whether or not subject to Copyright and Similar Rights), databases, techniques, discoveries, inventions (whether or not patentable), formulae, formulations, concepts, methodologies, models, procedures, results, specifications, know-how, show-how, software, technologies, and material.
- “Intellectual Property Rights” means all industrial and intellectual property rights including patents, utility models, other rights in inventions, registered designs, rights in designs, trademarks, Copyright and Similar Rights, moral rights, trade secrets, and rights in confidential information and know- how (all whether registered or unregistered and including any renewals, extensions, continuations, and divisionals thereof) and all rights or forms of protection having equivalent or similar effect to any of these which may subsist anywhere in the world, and applications for registrations of any of the foregoing.
- “Participant” means an Applicant whose Application to participate in a Competition has been formally accepted by Administrator.
- “Sponsors” means those companies facilitating competitions by providing services or financial contributions.
- “Submission” means a submission to Administrator, in such form(s) acceptable to Administrator, made by a Participant in connection with a Competition.
4. Competition Process
- Competition Applications. Administrator may from time to time, via a Website or otherwise, initiate a Competition inviting Applications from persons or entities wishing to validate the performance of computational models, including those based on artificial intelligence, to generate antibody candidates. Administrator has no obligation to accept any particular Application but will strive to accept as many Applications with appropriate Applicant qualifications as resources permit for a particular Competition, as determined by Administrator in its discretion. Applicants whose Applications are accepted by Administrator will become Participants in the applicable Competition.
- Competition Submissions. Each Competition may involve multiple rounds of Submissions. Each Participant agrees to make an initial Submission to Administrator in the first round of the applicable Competition. In Administrator’s discretion, Administrator may invite only a subset of Participants in a Competition to make follow-on Submissions in each subsequent round of the Competition. Each Participant so invited agrees to make such follow-on Submissions to Administrator.
- Identifying Information. Administrator will treat Identifying Information of Applicants and Participants as Confidential Information, except where the Applicant or Participant has provided consent to, or requested, public disclosure of its Identifying Information along with relevant Competition IP. Identifying Information may be disclosed to Sponsors if Participants are required to establish an account with Sponsor.
- Confidentiality Obligations. Administrator and each Participant agree to maintain as confidential the Competition IP, any other specific information, materials, and Intellectual Property referenced as confidential (together, the “Confidential Information”) until (i) such time as Administrator has shared it as authorized, (ii) for the period specified in the applicable Section, or (iii) if unspecified, for a period of seven (7) years from the date the Confidential Information was received. For clarity, Confidential Information shall not include anything that: (i) is or becomes part of the public domain other than as a result of disclosure by Administrator or a Participant, other than as a result of a third party’s breach of any confidentiality obligation in respect thereof; (ii) becomes available to Administrator or a Participant on a non-confidential basis from a source other than an Applicant or Participant, provided that source is not bound with respect to that information by a confidentiality f or is not otherwise prohibited from transmitting that information by a contractual, legal or other obligation; (iii) was in Administrator’s or a Participant’s possession prior to its disclosure under these Terms; or (iv) has been independently developed by Administrator or a Participant, as applicable. Administrator and each Participant may disclose the Confidential Information to its officers, employees, service providers, advisors, agents, affiliates, and such other persons or entities as appropriate in the circumstances, under confidentiality terms consistent with this Section. Administrator and each Participant will use a reasonable degree of care to prevent disclosure of the Confidential Information to third parties not under a duty of confidentiality with respect thereto. Nothing herein shall prevent disclosure of Confidential Information (i) in response to a request from a governmental, regulatory, or self-regulatory body or (ii) as otherwise required by law, regulation, or court order, provided that the party possessing the Confidential Information shall first give notice to Administrator or the relevant Applicant or Participant so that it may seek a protective order or other appropriate remedy at its own expense.
- Participants agree to make the winning algorithm (from each of the three competitions) publicly available, in the form of a paper describing the algorithmic details. This may be done anonymously, as part of the follow-up manuscript from the competition organizers, or (to avoid autoplagiarism) as part of a separately authored stand-alone manuscript. Authors will be required to open-source their code (for example, model weights, architecture, and relevant scripts to ensure reproducibility) upon journal request. This does not require the complete training code or training data. All Participants (anonymously, but regardless of winning position) also agree to provide at least a single-sentence description of their methods (for example, “protein language model based on ESM2 and fine-tuned on antibody database XYZ”). By contributing, Participants agree to this requirement for inclusion in the follow-on manuscript.
- Contributions to be In-Kind. Applicants and Participants agree that their Contributions to Competition are made on a voluntary in-kind basis and are to be supported by their own sources of funding, unless otherwise specified for a particular Competition. Administrator shall not be required to provide any funding or financial benefit to, or financial compensation for, Applicants’ or Participants’ Contributions through these Terms.
- Withdrawal. Because other viable Applicants may be excluded from a Competition to enable your participation due to resource constrains, you acknowledge the importance of completing a Competition if you submit an Application. After you withdraw, these Terms shall continue to apply to your Application and to any Submission you have made to the Competition prior to withdrawal.
5. Intellectual Property Rights
- Background IP. These Terms do not affect the ownership of any Background IP, which shall remain the exclusive property of the party that uses or otherwise provides it as a Contribution in connection with a Competition. Unless otherwise specified herein, no other license to utilize any Background IP is granted or implied by these Terms.
- Third Party Intellectual Property Rights. Each Applicant and Participant agrees not to submit to Administrator any Intellectual Property in an Application or Submission that such Applicant or Participant knows to be subject to third-party Intellectual Property Rights, unless such Applicant or Participant has obtained the necessary licenses, rights, consents, or permissions for such Intellectual Property to become subject to these Terms.
6. Disclaimers and Limitations of Liability
- Disclaimer and Limitation of Liability regarding Participation in Competition. To the fullest extent permitted by law, Administrator expressly disclaims all liability in connection with Applicants’ and Participants’ participation in and Contributions to Competition and use of any Websites. In no event shall Administrator, any entity or individual engaged by Administrator in conducting Competition, or any of their directors, officers, employees, representatives, or agents (together, the “Released Parties”) be liable for damages, losses, or claims of any kind, including direct, incidental, indirect, special, punitive, or consequential damages, arising out of or in connection with Applicants’ or Participants’ participation or Contributions to Competition or use of any Websites (“Participation Damages”), including without limitation loss of life, physical injury, property damage, loss of data, loss of income or profit, infringement of third-party rights, or any other damages, losses, or claims, even if any Released Party has been advised of the possibility of such damages, losses, or claims. Applicants and Participants agree to waive, and hereby do waive, any legal or equitable rights or remedies they have or may have against the Released Parties with respect to the foregoing.
- Disclaimer and Limitation of Liability regarding Competition IP. No warranties are provided by Administrator or any Applicants or Participants to each other with respect to any Competition IP, and any use thereof is at a party’s own risk. The Competition IP, and any licenses granted herein, are provided “AS IS”, without warranty of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement of third-party Intellectual Property Rights, absence of defects, absence of hazardous properties, accuracy, or the presence or absence of errors. Administrator and all Applicants and Participants agree that they are fully responsible for their own compliance with all laws, regulations, rules, and standards applicable to research, experimentation, or other use of Competition IP in connection with a Competition. To the fullest extent permitted by law, Administrator, Applicants, and Participants expressly disclaim all liability to each other relating to use of such Competition IP.
7. Publication
- Articles. Participants acknowledge that the overall results of each Competition are intended to be published jointly by Administrator and the Participants after the completion of such Competition by submitting final peer-reviewed manuscripts to provide the community with clarity on the results, highlighting areas for improvement and satisfactory capabilities (such manuscripts referred to as “Joint Articles”). For this purpose, a hyperlink to an editable draft Joint Article may be posted on the Website or elsewhere as Administrator may specify. Participants may contribute as much or as little to a Joint Article as they wish. Administrator will send proposed manuscripts to the applicable Participants at least thirty (30) days before submission for publication, in order to give Participants an opportunity to make comments and propose edits. All Participants hereby agree, and agree to cause any employee or other third party (e.g., consultants, subcontractors, collaborators) engaged by them in the preparation of any Joint Articles to agree, that all Copyright and Similar Rights in all such Joint Articles will be openly licensed. For clarity, Participants (and their employees, consultants, subcontractors, and collaborators, as applicable) shall also be entitled to publish articles or reference or present results of Competition individually (once such results are no longer Confidential Information). In all circumstances, authorship shall be determined and credited in accordance with applicable guidelines in the relevant field, and applicable rules for attribution and acknowledgement shall also be followed. Participants may decline to be authors in the Joint Articles.
8. Other Terms and Conditions
- Term, Termination, and Survival. These Terms apply for the term of all Intellectual Property Rights licensed hereunder or until the AIntibody Competition ceases to operate in any form, whichever is later. However, if an Applicant or Participant commits a material breach of these Terms, such Applicant’s or Participant’s rights hereunder, including any right to participate in a Competition, may be terminated by Administrator immediately upon written notice to the Applicant or Participant. Sections 1, 4.4, 5, 6, and 8 expressly survive any termination of these Terms.
- Personal Information. Applicants and Participants consent, and agree to cause their relevant employees, consultants, subcontractors, and collaborators to consent, to the collection, processing, and storage by Administrator of any personal information provided or submitted in Applications and Submissions. Applicants and Participants agree to comply with all applicable laws and regulations with respect to their own collection, processing, and storage of any personal information that they provide or submit to Administrator.
- Relationship. Nothing in these Terms shall be construed to make one party an agent, employee, partner, joint venturer, or legal representative of the other party for any purpose or to give either party the power or authority to act for, bind, or commit the other party.
- Further Assurances. Each Applicant and Participant agrees to do and perform all such further acts and things and to execute and deliver such other agreements, certificates, instruments, and documents requested by Administrator that are reasonably necessary in order (i) to carry out the intent and accomplish the purposes of these Terms and (ii) to evidence, perfect, or otherwise confirm Administrator’s rights hereunder.
- Assignment. Unless to the extent expressly stated otherwise herein, no Applicant or Participant may assign, except to any of its affiliates, any right or obligation under these Terms without Administrator’s prior written consent. Administrator may assign its rights and obligations under these Terms at any time upon written notice to the Applicant or Participant. The provisions of these Terms will be binding upon and inure to the benefit of the parties and their respective successors and assigns permitted hereby.
- Event of Conflict. In the event of any conflict between these Terms and any other terms found on the Websites or elsewhere, these Terms shall prevail.
- Entire Agreement. These Terms constitute the entire agreement between the parties, and supersede any prior oral or written agreements or communications between the parties regarding said subject matter. These Terms may only be amended by Administrator in accordance with Section 2.3.
- Severability. To the extent possible, if any provision of these Terms is deemed invalid, illegal, or unenforceable, it shall be automatically reformed to the minimum extent necessary to make it valid, legal, and enforceable. If the provision cannot be reformed, it shall be severed from these Terms without affecting the validity, construction, or enforceability of any remaining provision.
- Governing Law. The interpretation, validity, and effect of these Terms shall be governed by and construed in accordance with the laws of North Carolina.
- Notices. Administrator may give all notices by posting on the Websites or, if Administrator has the party’s email address, by sending notice by email, at its discretion. All parties agree to check for notices on the Websites. Every notice that an Applicant or Participant is required or permitted to give to Administrator shall be in writing and made to AIntibody@iqvia.com.