Startup adVANce Challenge | Startup Partnership by Mercedes-Benz Vans 7 The startup must assure that no conflicts, including of the type described here above, exist at any time during the course of the Startup adVANce Challenge. The startup may also be excluded from the Startup adVANce Challenge if the reason for exclusion arises at any point in time before the completion of the Startup adVANce Challenge. The preferred startups for the challenge are in a late seed stage or already in the growth stage and have proven their capability to come up with new product ideas. Startups need to have the capability or competence to realize prototypes that are functioning (i.e. can be used in a real environment) by the end of the Startup adVANce Challenge in cooperation with Daimler AG. 3. US-registered Startups Startups that meet the Startup Definition but have their registered offices in the United States of America must, for Phase 2 and Phase 3 (see Sec. 1.5 for more details), nominate an affiliated legal entity registered within a member state of the EU (“EU Affiliate”) for the purpose of participating in these Phases of the Startup adVANce Challenge instead of the US-registered startup. Any nominated EU Affiliate must also meet the Startup Definition. The nominated EU Affiliate shall replace the US-registered startup as participant in Phase 2 and, if applicable, Phase 3. Therefore, the EU Affiliate must, in particular, sign the Cooperation Agreement as set forth in Sec. 1.5. The reasons for exclusion from the Startup adVANce Challenge set forth in these terms and conditions also apply to this EU Affiliate. Consequently, the term “startup” used herein shall be construed to include EU Affiliates, to the extent required by the context.