Newchip Accelerator Membership & Services Agreement

Last Update: November 14th 2019

Newchip, Inc.

2015 S.IH-35, #115

Austin, TX 78741

www.newchip.com

[email protected]

 

Congratulations on your invitation to join the Newchip Accelerator!  Newchip is one of the top global, online startup accelerator programs startups. Our mission is to provide the most promising startups and companies with the tools and skills necessary to fund, build, and scale successfully.

Part I- Accelerator Membership Agreement
Part II- Newchip Terms & Conditions of Use
Part III- Marketing & Advisory Services Agreement

PART I- ACCELERATOR MEMBERSHIP AGREEMENT


Accelerator Graduation Benefits:

  • Access to 100,000+ Investor and Entrepreneur Network
  • Access to Investment Program and Investment Partners
  • Access to Angel Investor and VC network introductions
  • Access to Accelerator Alumni Program and Network

Accelerator Core Values:
You will be required to abide by the core values to remain a member of the program:

-Successful Founders ARE Coachable 
-Successful Founders ARE Humble 
-Successful Founders HAVE Viable Models
-Successful Founders HAVE Stable Teams

These core values are simple to adhere too and our team is here to work with you through any issues or challenges, however, we can’t “entrepreneur” for you, no matter how much we work, the program relies on your dedication, passion, and expertise to succeed.

Accelerator Attendance:
The member agrees to engage in an accelerator for the length of the program. The member shall attend by video or by phone. The accelerator team and mentors will be available to members by e-mail and online in between scheduled classes as time permits. The accelerator is designed to be completed in a set window and the accelerator reserves the right to move a members cohort based on non-attendance. Program may be completed at members own pace, however member understands and accepts that by doing so, members may not be able to graduate in the original cohort, and may not have the camaraderie, connections, or experience as their original cohort. Member also understands and agrees that accelerator program is only for their “current” company and does not constitute or guarantee lifelong access to services, mentors, advisors, or materials. 

Accelerator Member Responsibilities:
The member agrees to communicate honestly, be open to feedback and assistance and create the time and energy to participate in the accelerator and 70% of modules, masterminds, advisor and mentor meetings for the length of the program to graduate. The members must adhere to the values and code of conduct, and may be cut from the program without a refund for refusing to follow and/or breaking the core values or code of conduct. The member is responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results. As such, the member agrees that the accelerator, mentors, and advisors are not and will not be liable for any action or inaction, or for any direct or indirect result of any advice or services provided by the accelerator or it’s affiliates. Member understands an accelerator and masterminds are not “entrepreneur” therapy and do not substitute for therapy, and do not prevent, cure, or treat any mental disorder, founder/co-founder issues, personal issues, legal issues, financial issues, or medical diseases. The member understands that any advice, course curriculum materials obtained from Newchip or its affiliates is not to be distributed to external entities or parties, nor is it to be used as a substitute for professional advice by legal, mental, regulatory, medical, or other qualified professionals and member agrees to seek independent professional guidance for such matters before acting or making decisions.

Accelerator Graduation:
Member understands the weekly requirements above alongside completion of the test and final exams, and approval of their advisor are a requirement for graduation. Members seeking to complete the program at their own pace may request so from their advisor, and at the advisors discretion, graduate with a later accelerator cohort. Note that materials, coursework, exams, and modules, may change over time, and the longer members go without graduation, the more difficult graduation may become. 

Accelerator Member Guarantee:
If accelerator member graduates the program and does not receive an investment offer within 12 months, they may receive a full refund upon requesting and submitting a refund request form. This guarantee is not valid if: if the company purposefully decides to forgo fundraising or investment, does not accept an investment offer, an offer falls through in due diligence, or the accelerator member goes out of business or becomes insolvent.

Accelerator Coaching, Advisor, Mastermind, & Mentor Session Procedures:
1. If meeting by phone, the member will be early for, initiate all scheduled calls, and will call the designated phone number at the appointed time.
2. The time of the coaching meetings will be determined by coach and member based on a mutually agreed upon time using an online scheduling system, initiated by the member.
3. If the coach will be at any other number for a scheduled call, the member will be notified prior to the scheduled appointment time.
4. If the member is more than 10 minutes late for the appointed time, the scheduled time will be forfeited by the member or rescheduled at the discretion of the advisor.

Accelerator Meeting Cancellation Policy:
Member agrees that it is the member’s responsibility to give 24 hours in advance of the scheduled calls/meetings for cancellation. Advisors, coaches, and mentors reserves the right to terminate coaching of any member for any reason or subtract a missed session from a members total sessions.

Accelerator Tuition Fees & Dues
At the time of membership acceptance, a minimum deposit of your resource fee and dues is required to secure your seat in the cohort. This allows us to secure materials ahead of time as well as mentors. The remainder of your dues are due on the starting date of your assigned cohort unless authorized for a monthly payment plan (on a financial need/merit basis) or a scholarship authorized by the program director or venture team. Newchip reserves the right to charge late fees of $10 per day and/or withhold services if tuition is not received on a timely basis. Members may pay directly through the Newchip payment gateway which utilizes Stripe. Other payment options are cash, check, or PayPal, each of which may incur an additional processing fee.  If a member’s payment is returned for insufficient funds, a charge will be added to your current bill and the total amount due will be increased by $35. All fees for books and materials are non-refundable.

Accelerator Terms & Termination
Your membership agreement (“Membership Agreement”) will be effective once you pay your tuition or accept your scholarship.  You will be entitled to have access to and use of the services the accelerator once all payments are received and upon the start date of your assigned cohort. If you are unable to attend a specific cohort for any reason, you may request to push your seat to a later cohort. If cut or terminated from the program, you may request to receive a prorated refund based on weeks left in the program.

This Agreement as well as Terms & Conditions constitute the entire agreement and supersedes and merges all prior discussions, understandings, agreements and negotiations.

Terms and Conditions of Use

The following Terms and Conditions of Use (“Terms”) describe your rights and obligations in connection with your receipt, access and use of any of the Services (as defined below) provided by Newchip Inc., (referred to as “Newchip”, or “we” or “our”), including but not limited to your use of our platform or community pages (“Platform”). Please feel free to contact us at [email protected] with any questions regarding these Terms.

1.     Acceptance of Terms; Modification of Terms.  Please read these Terms carefully, as they affect your legal rights.  Among other things, these Terms include your agreement that certain disputes between you and Newchip Accelerator will be resolved by binding arbitration as described in the ‘Governing Law; Arbitration’ section below.  By using the Services, you are agreeing to abide by and be bound by these Terms which are an integral part of your Membership Agreement.  The Services provided by and on behalf of Newchip Accelerator at all times are subject to these Terms.

–    References to “you,” “your,” “member” and similar words in these Terms refer to the individual or entity registering for any Services and agreeing to be bound by these Terms.  You agree to provide Newchip Accelerator with accurate and complete information about yourself, your company, (and your employer) when you register with Newchip Accelerator and as you use the Services.  You must be at least 18 years of age.

–    You represent and warrant that you have all requisite legal power and authority to enter into and abide by these Terms and your Membership Agreement and no further authorization or approval is necessary. You further represent and warrant that your participation in or use of the Services will not conflict with or result in any violation of any license, contract, agreement or other obligation to which you are a party or are bound.  If you are entering into this Membership Agreement on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms.

–    Newchip Accelerator reserves the right to add, delete or amend these Terms or adjust any fees at any time for future participants in the membership program as well as for participants that extend beyond the original cohort timeframe, and such changes will automatically become part of your Membership Agreement.

Your tuition structure is locked in and will not change for the length of the program. Newchip Accelerator will attempt to contact you to notify you of updates within 30 days of their enactment using the contact information provided in your Membership Agreement.  Most changes will be effective immediately. If you don’t agree to the changes, you may cancel your accelerator membership, but note that there are no refunds for early cancellation.

2.     Description of Services.  Newchip Accelerator may provide you with access to and use of it’s community portal, education platform, webinars, course content, mentors, advisors, other services, benefits and features as Newchip Accelerator may provide from time to time (collectively, “Services”).  The availability and scope of Services are subject to change from time to time.  This agreement is the only agreement between the member and the accelerator, or it’s affiliates, no verbal agreements or promises not included in this agreement survive this agreement.

3.     No Unlawful or Prohibited Use.  As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms.  You may not use the Services in any manner that could damage, disable, overburden, or impair any the accelerator, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Newchip Accelerator server or to any of the Services, through hacking, password mining or any other means.  You agree to  not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Services and that you will not attempt to profit from, subvert, share without written permission, or steal materials or resources from the program.

4.     Use of Services.
–    You agree that when participating in or using the Services, you will not:

A. Use the Services, membership, or affiliate in connection with peer-to-peer networks, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);

B. Use the name “Newchip Accelerator” or use photographs or illustrations of the Premises or Services, or any trademarks, logos or other identifiers of Newchip Accelerator in any advertising, publicity or other purpose without Newchip’s prior written consent;

C. Defame, abuse, harass, stalk, threaten, commit felony crimes, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

D. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Newchip Accelerator’s Services;

E. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including copyright or trademark laws, or by rights of privacy or publicity unless you own or control such rights or have received all necessary consents to do the same;

F. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;

G. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

H. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

I.  Restrict or inhibit any other user from using and enjoying the Services;

J. Violate any code of conduct of other guidelines which may be applicable for any particular Service, including the building rules for the Premises;

K. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

L. Violate any applicable laws or regulations;

M. Take or copy information belonging to Newchip, or other members or their guests;

N. Create a false identity for the purpose of misleading others;

O. Bring additional team members onto the platform or share your access credentials with any othe non-approved entity, company, or individual;

P. Use the Services or Platform to conduct or pursue illegal or offensive activities; and

Q.    You agree that when participating in or using the Services, you will be considerate and respectful of others;

6.     Payments.   By signing up for a membership, you agree to pay us the fees and dues associated with the Services you are purchasing on a timely basis.  Newchip Accelerator reserves the right to charge late fees and/or withhold Services and deny access to the platform if payments are not received on time.  All tuition and fees are non-refundable.                  

7.     Lawfulness. Newchip Accelerator reserves the right at all times to disclose any information about you, your participation in and use of the Services as Newchip Accelerator deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Newchip Accelerator’s sole discretion. It also reserves the right to share any and all information shared with it in conjunction with your fundraising

8.     Confidentiality
A. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” means all information, in whole or in part, that is disclosed by Newchip Accelerator or its affiliates, or any member or user of the Services or any employee, affiliate, guest, invitee, or agent thereof, that is nonpublic, confidential or proprietary in nature.  “Confidential Information” also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Newchip Accelerator or its affiliates, any analyses, compilations, studies or other documents prepared by Newchip Accelerator or its affiliates, or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.

B. Your participation in and/or use of the Services obligates you to;
i.     maintain all Confidential Information in strict confidence;
ii.     not to disclose Confidential Information to any third parties;
iii.     not to use the Confidential Information in any way directly or indirectly detrimental to the owner of the Confidential Information.

C. All Confidential Information remains the sole and exclusive property of Newchip Accelerator or its affiliates or the respective disclosing party. You acknowledge and agree that nothing in these Terms or your participation in or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Newchip Accelerator or its affiliates or any member or user of the Services, or any employee, affiliate, guest, invitee or agent thereof. All information disclosed however by the member to the accelerator or it’s affiliates may be used in the pursuit of investor due diligence or therein introductions to investors unless the member specifically request in writing that specified information not be shared.

9.     Participation In or Use of Services.  You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Newchip Accelerator does not have any liability with respect to your access, participation in, or use of the Services, or any loss of information or property resulting from such participation or use.  Newchip Accelerator is not responsible or liable for the provision of products or services by third parties used in connection with its Services.  

10.   Surveillance; Other Members.  You are advised that the platform and community is under surveillance 24 hours a day and Newchip Accelerator will retain records, data and videos of access to the platform by members, guests and invitees.  Also, Newchip Accelerator does not control and is not responsible for the actions of other members or their team members or invitees.  If a dispute arises between members and members, advisors, mentors, or coaches,, Newchip will have no responsibility or obligation to participate, mediate or indemnify any party.  Newchip reserves the right to terminate your membership immediately, without refund, if any membership dispute becomes disruptive.

11.   Software Security; Technology Release.  Newchip Accelerator does not make any warranties or guarantees about security.  It is the member’s, guest’s and invitee’s responsibility to secure their own personal computer or device with intrusion detection/ prevention software (firewall) and anti-malware.  In order to utilize the Services provided by Newchip Accelerator, it may be necessary to install or run software on your computer or other equipment. Also, from time to time, Newchip may troubleshoot problems a member may have accessing certain Services.  You agree that Newchip and its representatives are not responsible for any damage to any member’s computer or other equipment related to such technical support or downloading and installation of any software. Newchip Accelerator and its affiliates do not assume any liability or warranty in the event that any manufacturer warranties are voided and we do not offer any verbal or written warranty, either express or implied, regarding the success of any technical support. 

12.   Disclaimers of Warranties.  To the extent permitted by applicable law, Newchip Accelerator provides the Services “AS IS” and with all faults, and disclaims with respect to the Services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence, and availability, operation, performance and/or use of Services.  Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement or any implied warranties arising from course of dealing, course of performance or usage in trade.

13.   Exclusion of Incidental Consequential and Certain Other Damages.  To the extent permitted by applicable law, in no event will Newchip Accelerator or its affiliates, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assignes (“Newchip Parties”), jointly or individually be liable for any direct, special, incidental, exemplary, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of these Terms, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Newchip Accelerator, and even if Newchip Accelerator has been advised of the possibility of such damages.

14.   Limitation of Liability and Sole Remedy.  To the extent permitted by law, the aggregate monetary liability of the Newchip Parties to you or your employees, guests, agents or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to Newchip under these Terms for the service from which the claim arose in the six (6) months prior to the claim arising.  This is your sole and exclusive remedy for all of the foregoing.

15.   Termination.  Newchip Accelerator reserves the right to terminate any Service at any time without notice.  Newchip Accelerator further reserves the right to cancel your membership and your Membership Agreement and terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with these Terms or the community standards of conduct.  On termination you will be required to vacate the platform immediately and remove any and all materials and property provided by Newchip from your computer, network, and servers. Any hardcover materials, books, or materials may be on an individual license basis for perpetuity, however they may not be reproduced, licensed, sold, or utilized in revenue generating activities.

16.   Indemnification.  You release, and hereby agree to indemnify and hold harmless Newchip Accelerator and Newchip Accelerator’s affiliates, and their past, present and future officers, agents, shareholders, members, representatives, employees, advisors, successors and assignees, jointly and individually (collectively, “Newchip Indemnitees”), from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties (“Claims”) based upon or arising out of your actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services, or breach of any of these Terms by you or your employees, guests or invitees. You further agree that Newchip will have sole control over the defense of any such Claims.  You will not agree to any settlement that requires a material act or admission by any Newchip Indemnitee, imposes any obligation upon any Newchip Indemnitee or does not contain a full and unconditional release of the Newchip Indemnitees, without Newchip’s written consent. None of the Newchip Indemnitees will be liable for any settlement made without its prior written consent.  In the event that you bring a claim or lawsuit in violation of these Terms, you shall be liable for any attorneys’ fees and costs incurred by Newchip Indemnitees in connection with the defense of such claim or lawsuit.

17.   Not an Employee; Nature of These Terms.  You are not an employee of Newchip and your membership or use of any of the Services does not constitute an employer-employee relationship.  These Terms in no way will be construed as to grant you any title, interest, lease, easement, lien, possession or related rights in Newchip’s or its affiliates’ businesses, the Services, the Premises or anything contained in or on the Premises.  These Terms create no tenancy interest, leasehold estate, or other real property or possessory interest in the Premises whatsoever. Neither party shall misrepresent our relationship.

18.   Unenforceable Provisions; No Waiver.  If any provision of these Terms or any other guidelines, terms or rules that may be posted or provided to you from time to time is determined to be invalid, illegal or unenforceable for any reason, the remaining provisions of these Terms or guidelines, terms or rules will be unaffected and will remain in full force and effect to the extent permitted by applicable law.  Newchip delay or failure to enforce any right, for any reason, does not waive our right to enforce it later.

19.   Assignment.  Your rights and obligations under this Membership Agreement cannot be assigned or transferred to anyone else without Newchip’s prior written consent.  We may assign or transfer this Membership Agreement or any of our rights or obligations under this Membership Agreement without notice to you, except as may be required by applicable law.  

20.   Dispute; Governing Law; Arbitration.  If a dispute arises out of this agreement that cannot be resolved by mutual consent, the member and accelerator agree to attempt to mediate in good faith for up to 30 days after notice given. If the dispute is not resolved between the accelerator and member the two parties agree to resolve the dispute through mediation. These Terms and your Membership Agreement are governed by and construed under the laws of the State of Texas without regard to its conflicts of laws provisions. Except that either party may seek equitable or similar relief from a court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms, that you and Newchip Accelerator cannot resolve and settle amicably by agreement will be finally settled in accordance with the arbitration then in force, by one or more arbitrators appointed in accordance with such rules, and the place of such arbitration will be Travis County, TX, U.S.A.

*For one time deliverables above- 50% is due at commencement, 50% at delivery. Monthly retainers will be invoiced separately and must be paid within the first 30 days of signature to ensure a smooth kickoff. 

 

This is the marketing services budget for your campaign and does not include legal review, 3rd party fees such as portal success fee/equity fee, or accounting fees which are dependent on company, due diligence, and stage. You can take over your campaign at any time, however monthly retainer resources must be cancelled before the last day before renewal each month. Your marketing campaign may take <30 days or may take as long as 120>, however the budget above will remain the same – except for in the following cases: the campaign fills up more quickly upon which the remaining advertising budget will not be due, or in the case that you require additional services not within scope, at which time we will all work to mutually update the scope of the agreement. Remember that the success of a campaign is highly dependent on how quickly we receive access, materials, budget to effectively launch the marketing campaign. Marketing success is also highly dependent on you working with our team to ensure that assets are given to us on time and deliverables are approved on time as every day we wait for approvals or changes, pushes the campaign back.

 

PART II- NEWCHIP TERMS & CONDITIONS OF USE

Terms and Conditions of Use

The following Terms and Conditions of Use (“Terms”) describe your rights and obligations in connection with your receipt, access and use of any of the Services (as defined below) provided by Newchip Inc., (referred to as “Newchip”, or “we” or “our”), including but not limited to your use of our platform or community pages (“Platform”). Please feel free to contact us at [email protected] with any questions regarding these Terms.

1.     Acceptance of Terms; Modification of Terms.  Please read these Terms carefully, as they affect your legal rights.  Among other things, these Terms include your agreement that certain disputes between you and Newchip Accelerator will be resolved by binding arbitration as described in the ‘Governing Law; Arbitration’ section below.  By using the Services, you are agreeing to abide by and be bound by these Terms which are an integral part of your Membership Agreement.  The Services provided by and on behalf of Newchip Accelerator at all times are subject to these Terms.

–    References to “you,” “your,” “member” and similar words in these Terms refer to the individual or entity registering for any Services and agreeing to be bound by these Terms.  You agree to provide Newchip Accelerator with accurate and complete information about yourself, your company, (and your employer) when you register with Newchip Accelerator and as you use the Services.  You must be at least 18 years of age.

–    You represent and warrant that you have all requisite legal power and authority to enter into and abide by these Terms and your Membership Agreement and no further authorization or approval is necessary. You further represent and warrant that your participation in or use of the Services will not conflict with or result in any violation of any license, contract, agreement or other obligation to which you are a party or are bound.  If you are entering into this Membership Agreement on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms.

–    Newchip Accelerator reserves the right to add, delete or amend these Terms or adjust any fees at any time for future participants in the membership program as well as for participants that extend beyond the original 13 week cohort, and such changes will automatically become part of your Membership Agreement. 

 Your dues structure is locked in and will not change for the length of the program. Newchip Accelerator will attempt to contact you to notify you of updates within 30 days of their enactment using the contact information provided in your Membership Agreement.  Most changes will be effective immediately. If you don’t agree to the changes, you may cancel your accelerator membership, but note that there are no refunds for early cancellation.

2.     Description of Services.  Newchip Accelerator may provide you with access to and use of it’s community portal, education platform, webinars, live-course content, mentors, advisors, and other services, benefits and features as Newchip Accelerator may provide from time to time (collectively, “Services”) at the Premises.  The availability and scope of Services are subject to change from time to time. 

3.     No Unlawful or Prohibited Use.  As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms.  You may not use the Services in any manner that could damage, disable, overburden, or impair any the accelerator, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any Newchip Accelerator server or to any of the Services, through hacking, password mining or any other means.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Services.

4.     Use of Services.
–    You agree that when participating in or using the Services, you will not:

A. Use the Services, membership, or affiliate in connection with peer-to-peer networks, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);

B. Use the name “Newchip Accelerator” or use photographs or illustrations of the Premises or Services, or any trademarks, logos or other identifiers of Newchip Accelerator in any advertising, publicity or other purpose without Newchip’s prior written consent;

C. Defame, abuse, harass, stalk, threaten, commit felony crimes, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

D. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Newchip Accelerator’s Services;

E. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including copyright or trademark laws, or by rights of privacy or publicity unless you own or control such rights or have received all necessary consents to do the same;

F. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;

G. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

H. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

I.  Restrict or inhibit any other user from using and enjoying the Services;

J. Violate any code of conduct of other guidelines which may be applicable for any particular Service, including the building rules for the Premises;

K. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

L. Violate any applicable laws or regulations;

M. Take or copy information belonging to Newchip, or other members or their guests; 

N. Create a false identity for the purpose of misleading others;

O. Bring additional team members onto the platform or share your access credentials with any othe non-approved entity, company, or individual; 

P. Use the Services or Platform to conduct or pursue illegal or offensive activities; and

Q.    You agree that when participating in or using the Services, you will be considerate and respectful of others;

6.     Payments.   By signing up for a membership, you agree to pay us the fees and dues associated with the Services you are purchasing on a timely basis.  Newchip Accelerator reserves the right to charge late fees and/or withhold Services and deny access to the platform if payments are not received on time.  All tuition and fees are non-refundable.                   

7.     Lawfulness. Newchip Accelerator reserves the right at all times to disclose any information about you, your participation in and use of the Services as Newchip Accelerator deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Newchip Accelerator’s sole discretion. It also reserves the right to share any and all information shared with it in conjunction with your fundraising 

8.     Confidentiality
A. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” means all information, in whole or in part, that is disclosed by Newchip Accelerator or its affiliates, or any member or user of the Services or any employee, affiliate, guest, invitee, or agent thereof, that is nonpublic, confidential or proprietary in nature.  “Confidential Information” also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Newchip Accelerator or its affiliates, any analyses, compilations, studies or other documents prepared by Newchip Accelerator or its affiliates, or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.

B. Your participation in and/or use of the Services obligates you to;
i.     maintain all Confidential Information in strict confidence;
ii.     not to disclose Confidential Information to any third parties;
iii.     not to use the Confidential Information in any way directly or indirectly detrimental to the owner of the Confidential Information. 

C. All Confidential Information remains the sole and exclusive property of Newchip Accelerator or its affiliates or the respective disclosing party. You acknowledge and agree that nothing in these Terms or your participation in or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Newchip Accelerator or its affiliates or any member or user of the Services, or any employee, affiliate, guest, invitee or agent thereof. All information disclosed however by the member to the accelerator or it’s affiliates may be used in the pursuit of investor due diligence or therein introductions to investors unless the member specifically request in writing that specified information not be shared.

9.     Participation In or Use of Services.  You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Newchip Accelerator does not have any liability with respect to your access, participation in, or use of the Services, or any loss of information or property resulting from such participation or use.  Newchip Accelerator is not responsible or liable for the provision of products or services by third parties used in connection with its Services.  

10.   Surveillance; Other Members.  You are advised that the platform and community is under surveillance 24 hours a day and Newchip Accelerator will retain records, data and videos of access to the platform by members, guests and invitees.  Also, Newchip Accelerator does not control and is not responsible for the actions of other members or their team members or invitees.  If a dispute arises between members and members, advisors, mentors, or coaches,, Newchip will have no responsibility or obligation to participate, mediate or indemnify any party.  Newchip reserves the right to terminate your membership immediately, without refund, if any membership dispute becomes disruptive

11.   Software Security; Technology Release.  Newchip Accelerator does not make any warranties or guarantees about security.  It is the member’s, guest’s and invitee’s responsibility to secure their own personal computer or device with intrusion detection/ prevention software (firewall) and anti-malware.  In order to utilize the Services provided by Newchip Accelerator, it may be necessary to install or run software on your computer or other equipment. Also, from time to time, Newchip may troubleshoot problems a member may have accessing certain Services.  You agree that Newchip and its representatives are not responsible for any damage to any member’s computer or other equipment related to such technical support or downloading and installation of any software. Newchip Accelerator and its affiliates do not assume any liability or warranty in the event that any manufacturer warranties are voided and we do not offer any verbal or written warranty, either express or implied, regarding the success of any technical support.  

12.   Disclaimers of Warranties.  To the extent permitted by applicable law, Newchip Accelerator provides the Services “AS IS” and with all faults, and disclaims with respect to the Services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence, and availability, operation, performance and/or use of Services.  Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement or any implied warranties arising from course of dealing, course of performance or usage in trade.

13.   Exclusion of Incidental Consequential and Certain Other Damages.  To the extent permitted by applicable law, in no event will Newchip Accelerator or its affiliates, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assignes (“Newchip Parties”), jointly or individually be liable for any direct, special, incidental, exemplary, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of these Terms, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Newchip Accelerator, and even if Newchip Accelerator has been advised of the possibility of such damages.

14.   Limitation of Liability and Sole Remedy.  To the extent permitted by law, the aggregate monetary liability of the Newchip Parties to you or your employees, guests, agents or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to Newchip under these Terms for the service from which the claim arose in the six (6) months prior to the claim arising.  This is your sole and exclusive remedy for all of the foregoing. 

15.   Termination.  Newchip Accelerator reserves the right to terminate any Service at any time without notice.  Newchip Accelerator further reserves the right to cancel your membership and your Membership Agreement and terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with these Terms or the community standards of conduct.  On termination you will be required to vacate the platform immediately and remove any and all materials and property provided by Newchip from your computer, network, and servers. Any hardcover materials, books, or materials may be on an individual license basis for perpetuity, however they may not be reproduced, licensed, sold, or utilized in revenue generating activities. 

16.   Indemnification.  You release, and hereby agree to indemnify and hold harmless Newchip Accelerator and Newchip Accelerator’s affiliates, and their past, present and future officers, agents, shareholders, members, representatives, employees, advisors, successors and assignees, jointly and individually (collectively, “Newchip Indemnitees”), from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties (“Claims”) based upon or arising out of your actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services, or breach of any of these Terms by you or your employees, guests or invitees. You further agree that Newchip will have sole control over the defense of any such Claims.  You will not agree to any settlement that requires a material act or admission by any Newchip Indemnitee, imposes any obligation upon any Newchip Indemnitee or does not contain a full and unconditional release of the Newchip Indemnitees, without Newchip’s written consent. None of the Newchip Indemnitees will be liable for any settlement made without its prior written consent.  In the event that you bring a claim or lawsuit in violation of these Terms, you shall be liable for any attorneys’ fees and costs incurred by Newchip Indemnitees in connection with the defense of such claim or lawsuit.

17.   Not an Employee; Nature of These Terms.  You are not an employee of Newchip and your membership or use of any of the Services does not constitute an employer-employee relationship.  These Terms in no way will be construed as to grant you any title, interest, lease, easement, lien, possession or related rights in Newchip’s or its affiliates’ businesses, the Services, the Premises or anything contained in or on the Premises.  These Terms create no tenancy interest, leasehold estate, or other real property or possessory interest in the Premises whatsoever. Neither party shall misrepresent our relationship.

18.   Unenforceable Provisions; No Waiver.  If any provision of these Terms or any other guidelines, terms or rules that may be posted or provided to you from time to time is determined to be invalid, illegal or unenforceable for any reason, the remaining provisions of these Terms or guidelines, terms or rules will be unaffected and will remain in full force and effect to the extent permitted by applicable law.  Newchip delay or failure to enforce any right, for any reason, does not waive our right to enforce it later. 

19.   Assignment.  Your rights and obligations under this Membership Agreement cannot be assigned or transferred to anyone else without Newchip’s prior written consent.  We may assign or transfer this Membership Agreement or any of our rights or obligations under this Membership Agreement without notice to you, except as may be required by applicable law.   

20.   Dispute; Governing Law; Arbitration.  If a dispute arises out of this agreement that cannot be resolved by mutual consent, the member and accelerator agree to attempt to mediate in good faith for up to 30 days after notice given. If the dispute is not resolved between the accelerator and member the two parties agree to resolve the dispute through mediation. These Terms and your Membership Agreement are governed by and construed under the laws of the State of Texas without regard to its conflicts of laws provisions. Except that either party may seek equitable or similar relief from a court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms, that you and Newchip Accelerator cannot resolve and settle amicably by agreement will be finally settled in accordance with the arbitration then in force, by one or more arbitrators appointed in accordance with such rules, and the place of such arbitration will be Travis County, TX, U.S.A.

*For one time deliverables above- 50% is due at commencement, 50% at delivery. Monthly retainers will be invoiced separately and must be paid within the first 30 days of signature to ensure a smooth kickoff. 

 

This is the marketing services budget for your campaign and does not include legal review, 3rd party fees such as portal success fee/equity fee, or accounting fees which are dependent on company, due diligence, and stage. You can take over your campaign at any time, however monthly retainer resources must be cancelled before the last day before renewal each month. Your marketing campaign may take <30 days or may take as long as 120>, however the budget above will remain the same – except for in the following cases: the campaign fills up more quickly upon which the remaining advertising budget will not be due, or in the case that you require additional services not within scope, at which time we will all work to mutually update the scope of the agreement. Remember that the success of a campaign is highly dependent on how quickly we receive access, materials, budget to effectively launch the marketing campaign. Marketing success is also highly dependent on you working with our team to ensure that assets are given to us on time and deliverables are approved on time as every day we wait for approvals or changes, pushes the campaign back.

PART III- MARKETING & ADVISORY SERVICES AGREEMENT

 

*Note that this section is only for marketing and advisory clients that utilize our advisory, marketing, or consulting services.

This Advisory Agreement (the “Agreement”) is made and entered on the signature dates at the end of this Agreement, whichever is later of the two dates, (the “Effective Date”) by and between the Client Company, as listed above, (the “Company”) and Newchip, Inc. with its principal place of business located at 2015 S. IH 35, Suite 130, Austin, Texas 78741(the “Advisor” or “Advisory Firm”) (hereinafter referred to individually as a “Party” and collectively as “the Parties”). 

WHEREAS, the Company is a startup in need of expert advisory services;
WHEREAS, the Advisory Firm has expertise and services in a wide range of fields;
WHEREAS, the Company desires to engage the Advisory Firm to provide certain services in the area of expertise above and the Advisor is willing to provide such services to the Company;

NOW, THEREFORE, the Parties hereby agree as follows:

1.       Engagement and Services

(a)     Engagement. The Company hereby engages the Advisor to provide and perform the services set forth above hereto (the “Services”), and the Advisor hereby accepts the engagement.

(b)     Client Company Obligations
The Company agrees to: (1) Respond promptly to any reasonable requests from Advisor for instructions, information or approvals required by Advisor to provide the Services; (2) Cooperate with Advisor in its performance of the Services and provide access to Company’s employees, contractors, and equipment as required to enable Advisor to provide the Services; (3) Take all steps necessary, including obtaining any required consents, to prevent Company-caused delays in Advisor’s provision of the Services.

(c)     Standard of Services. All Services to be provided by Advisor shall be agreed to in writing by both parties and shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of an advisor with the background and experience that advisor has represented it has. The Company shall provide such access to its information, property and personnel as may be reasonably required in order to permit the advisor to perform the Services. 
Company agrees to provide access and materials necessary to Advisory Firm before the kickoff call. Individual project deliverables (marketing plans, pitch decks, prototypes, etc) will be delivered within 10 business days of the kickoff call and major projects within 20 business days (full business plans, campaign launches, MVP’s, etc). Deliverables as defined under the scope of this agreement, only includes those described above or separately in writing as agreed upon by both parties. The delivery period can be extended by mutual agreement of both parties. 

(d)     Tools, Instruments and Equipment. Advisor shall provide own tools, instruments and equipment and place of performing the Services, unless otherwise agreed between the Parties.

(e)     Representation and Warranty. Advisor represents and warrants to the Company that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement or which will interfere with the performance of the Services.

2.       Advisory Period

(a)     Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until the completion of the Services or the earlier termination of this Agreement as provided in Article 2 (b) (the “Advisory Period”).

(b)     Termination. This Agreement may be terminated by either Party by giving (1) calendar days written notice of such termination to the other Party in the event of a material breach by the other Party. There is no early termination pro-ration unless deemed fit by the Advisor.
“Material breach” shall include: (i) any violation of the terms of Articles 1 (d), 3, 4, 5, 6, 8, 10 and 11, (ii) any other breach that a Party has failed to cure within thirty (30) calendar days after receipt of written notice by the other Party, (iii) the death or physical or mental incapacity of Advisor or any key person performing the Services on its behalf as a result of which the Advisor or such key person becomes unable to continue the proper performance of the Services, (iv) an act of gross negligence or willful misconduct of a Party, and (v) the insolvency, liquidation or bankruptcy of a Party.

(c)     Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.

3.       Advisory Fee and Expenses

(a)     Advisory Fee. In consideration of the Services to be rendered hereunder, the Company shall pay Advisor a Advisory fee of the amount listed above under the field Total for the above listed Advisory Services.

(b)     Expenses. Advisor shall not be entitled to reimbursement for any expenses unless agreed upon in writing.

(c)     Payment. The Advisor shall submit to the Company a monthly invoice detailing the amount due. All such invoices shall be due and payable (within 30 days) after receipt thereof by the Company unless otherwise documented in writing.

4.      Intellectual Property & Confidentiality

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Company under this Agreement or prepared by or on behalf of the Advisor in the course of performing the Services (collectively, the “Deliverables”) except for works prepared utilizing any Confidential Information of Company, Company materials, works derived directly from 3rd party intellectual property, or works already freely available online, shall be considered creative works owned by Advisor. Advisor hereby grants Company a perpetual license to utilize Deliverables free of additional charge and on an exclusive, worldwide, royalty-free basis to the full extent necessary to enable Company to make reasonable use of the Deliverables and the Services in perpetuity. Previous works shared in use but not created in the scope of engagement shall be deemed non-exclusive licenses. The utilization of all licensure is conditioned on Advisor being fully paid up for services delivered on a rolling period basis and may only be withheld in the case of Advisor not being paid-up, constituting a breach of contract until paid-up. Any and all information provided by Company in the scope of the Advisory services agreement will automatically be treated as “Confidential”, unless stated in writing that it is consumable for public release and must be used only for the purposes of this agreement and must not be disclosed to other parties without the discloser’s written consent. This does not apply to information that is publicly available or that the recipient already properly knew, developed or received independently. When the agreement terminates, parties must return any materials containing confidential information. Confidentiality obligations survive termination of this agreement.

5.       Confidential Information

(a)     Defined. In this Agreement the term “Confidential Information” shall mean the Work Product and any and all information relating to the Company’s business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by Company either directly or indirectly in writing, orally or visually, to Advisor. Confidential Information does not include information which:

(i) is in or comes into the public domain without breach of this Agreement by the Advisor,

(ii) was in the possession of the Advisor prior to receipt from the Company and was not acquired by the Advisor from the Company under an obligation of confidentiality or non-use,

(iii) is acquired by the Advisor from a third party not under an obligation of confidentiality or non-use to the Company, or

(iv) is independently developed by the Advisor without use of any Confidential Information of the Company.

(b) Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance and in writing by the Company, Advisor will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party without anonymizing the information and data.
Advisor may disclose the Confidential Information only to those of its employees who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee, such employee shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, Advisor shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees. Advisor shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.

(c) Return of Confidential Information. Upon the termination or expiration of this Agreement for any reason, or upon Company’s earlier request, Advisor will deliver, if applicable, to Company all of Company’s property or Confidential Information in tangible form that Advisor may have in its possession or control. The Advisor may retain one copy of the Confidential Information in its legal files.

6.       Insurance
Advisor shall maintain at its sole expense liability insurance covering the performance of the Services by Advisor.

7.       Independent Contractor
The Advisor agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between the Advisory Firm and the Company. The Advisor shall have no right to receive any employee benefits provided by the Company to its employees. Advisor agrees to pay all taxes due in respect of the Advisory Fee and to indemnify the Company in respect of any obligation that may be imposed on the Company to pay any such taxes or resulting from Advisor being determined not to be an independent contractor. This Agreement does not authorize the Advisor to act for the Company as its agent or to make commitments on behalf of the Company.

8.       Force Majeure
Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. 
The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.
In the event the interruption of the excused Party’s obligations continues for a period in excess of sixty (60) calendar days, either Party shall have the right to terminate this Agreement upon thirty (30) calendar days’ prior written notice to the other Party.

9.     Publicity
Each of Company and Advisor agree that they can disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party to include: (i) to its advisors, attorneys or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or  (iv) as may be required in connection with the enforcement of this Agreement.

10.     Assignment
The Services to be performed by Advisor hereunder are personal in nature, and Company has engaged Advisor as a result of Advisor’s expertise relating to such Services. Advisor, therefore, agrees that it will not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any right, duty or obligation under this Agreement without the Company’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Company of this Agreement or any right, duty or obligation hereunder to any third party.

11.     Injunctive Relief
Advisor acknowledges that a violation of Article 5 or 6 would cause immediate and irreparable harm to the Company for which money damages would be inadequate. Therefore, the Company will be entitled to injunctive relief for Advisor’s breach of any of its obligations under the said Articles without proof of actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for such violation, but shall be in addition to all other remedies available at law or in equity.

12.     Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice of law or conflict of law provisions. The Parties consent to the State of Texas jurisdiction and venue in its courts.

13.     General
This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.
Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.

14.     Statement of Work
While Newchip, Inc. believes in being a good partner and going above and beyond for our partners, it is important to level set expectations. To that end, Newchip, Inc. is going to perform the work listed and agreed to in writing.

15.    Limitation of Liability
ADVISOR SHALL NOT BE LIABLE FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ADVISOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ADVISOR PURSUANT TO THIS AGREEMENT IN THE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. DUE TO THE PART-TIME AND FRACTIONAL NATURE OF THIS ENGAGEMENT, ADVISOR DOES NOT AND WILL NOT MAKE DECISIONS FOR THE COMPANY, ALL INFORMATION PROVIDED IS AS BEST KNOWLEDGE AND COMPANY AGREES TO TAKE FULL RESPONSIBILITY FOR ANY AND ALL DECISIONS MADE OR DERIVED FROM ADVISORY ENGAGEMENT. ADVISORY FIRM ALSO DISCLOSES THAT IT IS NOT AN ATTORNEY AND NO ADVISOR IS PRACTICING LAW OR PROVIDE LEGAL ADVICE, ACCOUNTING ADVICE, OR OTHER LICENSED ROLE SUCH AS A BROKER DEALER, ANY TEMPLATES PROVIDED MUST BE REVIEWED BY YOUR ATTORNEY FOR YOUR SPECIFIC CIRCUMSTANCE. ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. 

16.     Survival of Provisions
The following provision of this Agreement shall survive the termination of this Agreement: Articles 2 (c), 3, 4, 5, 6 (b), 7, 8, 10, 15, and 16 and all other provisions of this Agreement that by their nature extend beyond the termination of this Agreement.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above. 

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