Newchip Accelerator Membership & Services Agreement

Last Update: December 11th 2019

Newchip, Inc.

707 E Live Oak St. Unit 1

Austin, TX 78704

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. Our Accelerator Program Membership Agreement, Connect Program, and Venture Scout Program’s Terms & Conditions, and Privacy Policies may be found below.

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 their tuition back upon requesting and submitting a Guarantee 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. Any fees for books and materials are non-refundable.

Journey Venture Partners Scholarship Agreement
In exchange for a scholarship discount to the program, the Company agrees to give Newchip partner fund Journey Venture Partners the right to invest up to $250,000 in any current or future funding round over the next 18 months at the same terms as the investors in the round. If company is raising a current round and does not have at least 25% in signature commitments as of this agreement, JVP may at its option receive the terms of any previous round closed within 12 months of starting the program up to $250,000. Company must keep Journey Venture informed of the status of its open rounds, and prior to accepting the final investment and legal close of the round, Company must provide Journey Venture Partners the opportunity to review all of the documents and diligence up to 10 business days, upon which time if Journey Venture Partners doesn’t commit to the round, the round may be closed without it’s participation. In order to facilitate Newchip, or its assignees, due diligence process into the investment, Company will grant data and information rights for the term of this agreement. Data and information rights shall not be construed to include information that would cause an unnecessary over-burden or expense on the company, such as the completion of a CPA audit of financials. Data and information rights refers to making any and all information that Company makes available to present and prospective investors available to Newchip, and its assignees, or responding to reasonable requests for information and diligence as part of the investment decision making process. Should Journey Venture Partners make an investment into Company, Company agrees to allow it follow-on investment rights to invest in a subsequent round. The amount allowed under the follow-on rights is equal to two times the investment by Journey Venture Partners (i.e. if $100k was invested then follow-on rights allow an investment up to $200k). Agreeing to accept a scholarship is agreement to the terms of this arrangement, in addition to the terms and conditions of the program. Scholarship is an award, but also an option, the Company may pay full program price up front in lieu of accepting the scholarship. Once accepted however, this is non-terminable and non-transferable.


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 and you paid any full program tuition up-front, 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 any remaining tuition or 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.  We offer a guarantee, however this is not a refund.                 

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.

CONNECT PROGRAM TERMS & CONDITIONS
Last modified: Feb  25, 2019

Connect Program Terms & Privacy

THE AGREEMENT: The use of Connect and Services provided by Newchip Inc. (hereinafter referred to as “Company”) are subject to the following Terms & Conditions (hereinafter the “Agreement”), all parts and sub-parts of which are specifically incorporated by reference here. This Agreement shall govern the use of all pages on this platform (hereinafter collectively referred to as “platform”) and any services provided by or on this platform (“Services”). Newchip is not a LinkedIn product. You understand that like any third-party software or tools, LinkedIn Corporation does not endorse the use of Newchip nor does LinkedIn Corporation have any association with Newchip.

1) DEFINITIONS

The parties referred to in this Agreement shall be defined as follows:

Company, Us, We: The Company, as the creator, operator, and publisher of the platform, makes the platform, and certain Services on it, available to users. Newchip, Company, Us, We, Our, Ours and other first-person pronouns will refer to the Company, as well as all employees and affiliates of the Company.

You, the User, the Client: You, as the user of the platform, will be referred to throughout this Agreement with second-person pronouns such as You, Your, Yours, or as User or Client.

Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as Parties.

2) ASSENT & ACCEPTANCE

By using the platform, You warrant that You have read and reviewed this Agreement and that You agree to be bound by it. If You do not agree to be bound by this Agreement, please leave the platform immediately. The Company only agrees to provide use of this platform and Services to You if You assent to this Agreement.

3) AGE RESTRICTION

You must be at least 18 (eighteen) years of age to use this platform or any Services contained herein. By using this platform, You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of Your age.

4) LICENSE TO USE PLATFORM

The Company may provide You with certain information as a result of Your use of the platform or Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company, and other materials which may assist in Your use of the platform or Services (“Company Materials”). Subject to this Agreement, the Company grants You a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with Your use of the platform and Services. Newchip paid license is non refundable. The Company Materials may not be used for any other purpose and this license terminates upon Your cessation of use of the platform or Services or at the termination of this Agreement.

5) INTELLECTUAL PROPERTY

You agree that the platform and all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents and other intellectual property (“Company IP”). You agree that the Company owns all right, title and interest in and to the Company IP and that You will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.

6) USER OBLIGATIONS

As a user of the platform or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the platform and Services. You must not share such identifying information with any third party and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information, or using the platform or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

7) ACCEPTABLE USE

You agree not to use the platform or Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the platform or Services in any way that could damage the platform, Services or general business of the Company.

You further agree not to use the platform or Services:

To harass, abuse, or threaten others or otherwise violate any person’s legal rights;

To violate any intellectual property rights of the Company or any third party;

To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

To perpetrate any fraud;

To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

To publish or distribute any obscene or defamatory material;

To publish or distribute any material that incites violence, hate or discrimination towards any group;

To unlawfully gather information about others.

8) PRIVACY INFORMATION

Through Your Use of the platform and Services, You may provide Us with certain information. By using the platform or the Services, You authorize the Company to use Your information in the United States and any other country where We may operate.

Information We May Collect or Receive: When You register for an account, You provide Us with a valid email address and may provide Us with additional information, such as Your name or billing information. Depending on how You use Our platform or Services, We may also receive information from external applications You use to access Our platform, or We may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.

How We Use Information: We use the information gathered from You to ensure Your continued good experience on Our platform, including through email communication. We may also track certain of the passive information received to improve Our marketing and analytics, and for this, We may work with third-party providers.

How You Can Protect Your Information: If You would like to disable Our access to any passive information We receive from the use of various technologies, You may choose to disable cookies in Your web browser. Please be aware that the Company will still receive information about You that You have provided, such as Your email address. If You choose to terminate Your account, the Company will store information about You for the following number of days: 30. After that time, it will be deleted

We use SSL (Secure Sockets Layer) for connections between client side (platform & app) and our servers to protect your data

We do not collect any payment information of any kind.

We store only your Newchip account information (email, licenses, team members for enterprise accounts) on our servers

9) REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the platform or Services;

Violate the security of the platform or Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

10) DATA LOSS

The Company does not accept responsibility for the security of Your account or content. You agree that Your use of the platform or Services is at Your own risk.

11) INDEMNIFICATION

You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold Us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to Your use or misuse of the platform or Services, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.

12) SPAM POLICY

You are strictly prohibited from using the platform or any of the Company’s Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

13) THIRD-PARTY LINKS & CONTENT

The Company may occasionally post links to third party platforms or other services. You agree that the Company is not responsible or liable for any loss or damage caused as a result of Your use of any third party services linked to from Our platform.

14) MODIFICATION & VARIATION

The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the platform and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of the platform after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.

In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.

15) ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to any and all use of this platform. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this platform.

16) SERVICE INTERRUPTIONS

The Company may need to interrupt Your access to the platform to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the platform may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.

17) TERM, TERMINATION & SUSPENSION

The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by contacting Us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

18) NO WARRANTIES

You agree that Your use of the platform and Services is at Your sole and exclusive risk and that any Services provided by Us are on an “As Is” basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the platform or Services will meet Your needs or that the platform or Services will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information on the platform or obtained through the Services. You agree that any damage that may occur to You, through Your computer system, or as a result of loss of Your data from Your use of the platform or Services is Your sole responsibility and that the Company is not liable for any such damage or loss.

19) LIMITATION ON LIABILITY

The Company is not liable for any damages that may occur to You as a result of Your use of the platform or Services, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount You paid to the Company in the last six (6) months. This section applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

20) GENERAL PROVISIONS

LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

JURISDICTION, VENUE & CHOICE OF LAW: Through Your use of the platform or Services, You agree that the laws of the United States and State of Texas shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between You and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the State of Texas. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.

ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the State of Texas. The arbitration shall be conducted by a single arbitrator and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing law of the State of Texas. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors and executors.

SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email Us at the following address: [email protected]

 

VENTURE SCOUT PROGRAM TERMS & CONDITIONS AGREEMENT 

(OPTIONAL PARTICIPATION) 

Last modified: Feb  25, 2019

General

The Accelerator Scout program is an optional program that all accelerator members and graduated alumni are allowed to participate in that allows them to be incentivize for helping recruit top tier and world changing startups to our accelerator program.

These Terms and Conditions (the “Scout Agreement“) govern the Scout Program that is made available through newchip.com and Newchip Inc. (“Newchip.com“, “we” or “us“).

These Terms and Conditions represent the whole agreement and understanding between Newchip.com and the individual or entity who participates in the Scout Program (the “Scout“, or “you“). Please read this agreement careful as it represents a legally binding agreement between you and Newchip.com.

By submitting your application and by your use of the Scout Program, you agree to comply with all of the terms and conditions set out in this Scout Agreement. Newchip.com may terminate your Scout Account at any time, with or without notice, for conduct that is in breach of this Scout Agreement, for conduct that Newchip.com believes is harmful to its business, or for conduct where the use of the Scout Program is harmful to any other party.

Referral Tracking

Newchip.com will provide the Scout with specific Referral Links to share reviews, testimonials, advertisements, and other marketing content to Newchip.com. Newchip will track users who have visited these Referral Links using cookies which expire after 30 days. Only users who apply or join the program while the cookie is active will be considered referrals of the Scout and recorded as such in the Scout Dashboard.

The Scout is not authorized to modify or alter the Referral Links or the cookies in any way. Newchip.com is not responsible for any tracking or reporting errors that may result from any modifications to the Referral Link or the cookies.

Scout Fees and Payouts

A referral will become eligible for payout (“Eligible Referral“) at the end of the next calendar month if it meets all of these criteria see Scout Area for exact promotions
(https://launch.newchip.com/scout-area):

  1. “Qualified Applicants” – The referral applies to the accelerator via the apply page on the website, is qualified by our team, and attends the selection interview.
  2. “Joins Accelerator” – The immediate referral applied when a company is accepted and joins the accelerator program via their deposit or if granted full scholarship/warrant.

    Note – The joined accelerator clause is on condition that the referred startups account has not had any of its payments refunded, charged back or otherwise reversed. Newchip may apply reversals to the scouts account if this occurs. It will not reverse application promotion fees, only in the case that a startup enters and is refunded. 

Errors, Downtime, & Voidability:
All web page error requests (such as 403 errors or 404 errors) will direct traffic to a default Newchip.com error page. This error page informs visitors that the web page they are looking for cannot be found, and may include, but without limitation to, the following: Links to additional products and services offered by Newchip.com, advertisements for products and services offered by third-parties, an internet search engine interface.

Failure to meet any of these criteria will permanently void the referral and disqualify the referral from any potential payouts.

The Scout is entitled to receive a one-time payment for each active Eligible Referral that is recorded in the Scout Dashboard (“Scout Fee“). Scout Fees will be payable only when the Scout has at least 3 Eligible Referrals that are pending payout.

All Scout Fee payments will be payable in United States Dollars only, except as otherwise determined by Newchip.com in its sole discretion in the Scout Area at: https://launch.newchip.com/scout-area

Payment will be made through PayPal or direct deposit against a valid invoice issued by the Scout using the invoice generation and submission tool located in the Scout Dashboard.

The Scout is responsible for providing Newchip.com with the full and accurate details that are required to remit the Scout Fees, and is solely responsible for any delays in payment resulting from its failure to do so.

Referrals will become void, and any unpaid Scout Fees will be forfeited, after 12 calendar months.

In the event of any activity deemed suspicious by Newchip.com, Newchip.com may delay the payment of Scout Fees by up to 6 calendar months to verify the relevant transactions. Newchip.com reserves the right to recalculate, void, or disqualify any referrals or Scout Fees in the event of any fraudulent, deceptive or otherwise illegal activity.

Referrals for companies that have already joined the accelerator in the past or were already in the application pool via Newchip.com efforts are not eligible for payout.

Advertisements of Venture Scout Status

Newchip.com hereby grants the Scout a non-exclusive, non-transferable, limited license to use the Newchip.com logos for the sole purpose of promoting our accelerator program within the context of the Venture Scout Program. This license will expire upon termination of the Scout’s participation in the Scout Program.

The Scout may only display advertisements that contain Newchip.com’s logos or service marks in good taste. The Scout may not use Newchip.com’s logos or service marks in a manner that, in Newchip.com’s sole discretion, portrays Newchip.com in negative light.

The Scout will be solely responsible for its own marketing activities. All marketing activities must be professional and in full compliance with all applicable laws.

Newchip.com may, without prior notice, require the Scout to remove or modify any advertisements in Newchip.com’s sole discretion.

Venture Scout Termination

The Scout may terminate the Scout’s participation in the Scout Program with immediate effect by giving the other party a written notice of termination or email [email protected]

Newchip.com reserves the right to terminate the Scout’s participation in the Scout Program at any time for conduct that is in material breach of this Scout Agreement or for conduct that Newchip.com, in its sole discretion, deems to be harmful to its business or any third party.

Upon termination, the Scout will lose access to its Scout Dashboard and will forfeit all potential or unpaid Scout Fees.

Relationship of Parties

Newchip.com and the Scout are independent contractors. Nothing in this Scout Agreement will create any partnership, employment, representative, agency, or joint venture relationship between the parties. The Scout has no authority to act on Newchip.com’s behalf.

Limitation of Liability

The Scout Program is provided on an “as is” and “as available” basis and the use of the Scout Program is at the Scout’s own risk. Newchip.com makes no representations or warranties, either expressed or implied, with respect to the Scout Program, or any service or information provided through the Scout Program.

Newchip.com is not responsible for any damages, injury or economic loss arising from the use of Scout Program. Should any part of the Scout Program cause damage or inconvenience to the Scout or anyone claiming through the Scout, the Scout assumes responsibility and the entire cost for them.

The Scout will indemnify and hold harmless Newchip.com, its directors, officers, employees, agents, subsidiaries, and third parties from and against any losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable related expenses, legal fees, costs of investigation) arising out of or relating to the Scout’s or any third party’s operations or use of the Scout Program.

Modification

Newchip.com may, in its sole discretion, change or modify this Scout Agreement at any time, with or without notice. Such changes or modifications shall be made effective for all Scouts upon posting of the modified Scout Agreement to this web address: http://www.Newchip.com. The Scout is responsible for reading this document from time to time to ensure that its use of the Scout Program remains in compliance with this Scout Agreement.

If any modification is unacceptable to the Scout, its sole recourse shall be to terminate this Scout Agreement. The Scout’s continued participation in the Scout Program will constitute binding acceptance of such modifications.

Miscellaneous

The Scout warrants and represents that it is over the age of 18 and is qualified to enter into this Scout Agreement.

The Scout warrants and represents that its actions and its participation in the Scout Program is in compliance with all applicable laws, rules, regulations, and any requirements of governmental authority at all times. Newchip.com reserves the right to terminate the Scout’s participation in the Scout Program if Newchip.com determines, in its sole discretion, that the Scout’s actions or its participation in the Scout Program is in violation of any laws, rules, regulations, or any requirements of governmental authority.

This Scout Agreement constitutes the entire understanding between Newchip.com and the Scout. This Scout Agreement supersedes any other contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations that are not embodied in this Agreement.

Any dispute arising in relation to this Scout Agreement shall be exclusively resolved in the Courts of Travis County, Texas, United States.