Newchip Accelerator Membership & Services Agreement

Last Update: Oct 5th 2020

Newchip, Inc.

1401 Lavaca St. PMB 40433, 

Austin, TX, 78701

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.

NEWCHIP ACCELERATOR MEMBERSHIP AGREEMENT

Agreement Introduction:

This Membership Agreement (the “Agreement”) is entered into the date of signature by and between the Newchip Accelerator (the “Accelerator” and “We” or “Us”), a division of Newchip Inc., and Member, the entity, that has applied and is receiving Membership to the Newchip Accelerator Program per the terms of this agreement (the “Member” and “Company” including “It,” “You,” and “Yours”).

The Accelerator and the Member hereby agree as follows:

  1. Effective Date and Conditions. This Agreement will be effective upon signature of agreement. You will be entitled to have access to and use the services of 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. This Agreement as well as Terms & Conditions constitute the entire agreement and supersedes and merges all prior discussions, understandings, agreements and negotiations. 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 Accelerator, including but not limited to your use of our platform and community (“Platform”). Please feel free to contact us at [email protected] with any questions regarding these Terms.
  2. Accelerator Participation. Per the interview, diligence, and acceptance process, Member agrees that they are eligible for the accelerator per the requirements of the Newchip Accelerator application, and that its submissions were true, accurate, and factual. Having been accepted, during the time in which Member is enrolled in the Accelerator, Member’s CEO (the “Representative”) will be eligible to receive: participation with peers in Mastermind Sessions; education by experienced executive officers of start-up companies and investors; mentorship by experienced entrepreneurs or investors on business and fundraising issues; multiple opportunities to meet investors and investor groups; discounted and or free services by third party providers; and finally certification as a Newchip Accelerator graduate if they meet the graduation requirements below.
  3. Graduation Requirements. The Member understands that monthly participation alongside a completion of the curriculum, quizzes, final exam, and Demo Day, as well as approval of Member’s Advisor are a requirement for graduation. Any Member seeking to complete the program at pace separate from prescribed in the curriculum may request so from their Advisor, and at the Advisor’s discretion, graduate with a later accelerator cohort. Note that materials, coursework, quizzes, exams, and modules, may be updated over time, and the longer a Member goes without graduation, the more difficult graduation may become. Late graduation, as defined as going over the allotted period of the program while in the same cohort, is not typical unless under extreme circumstances and thus will incur an additional cost to Member of $300 per additional month required until Member graduates; this amount is payable at the beginning of each month and is for the whole month, there shall be no proration if company graduates prior to the end of a month. This measure is not intended to be a punitive measure, but is instead intended to ensure that the Member dedicates the time necessary to receive the best experience possible and graduates on-time with their fellow founders in their cohort. These monthly extensions involve continued access to the platform, workshops, staff, advisors, and other open events. It does not include additional Mastermind Sessions, Mentor Hours, or time on the Connect Platform unless authorized by the Accelerator Director.
  4. Accelerator Attendance. The Member agrees to engage in the Accelerator for the length of the program [6-months/180 days]. The Member shall attend online 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 within a set timeframe and curriculum plan and the Accelerator reserves the right to move a Member to another cohort based on non-attendance or failure to meet graduation requirements. Program may be completed at pace separate from the pace of the program, 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 same camaraderie, connections, and experience as their original cohort. Member also understands and agrees that Accelerator program is only for a single extant entity and does not constitute or guarantee lifelong access to services, mentors, advisors, or materials; and a late graduation fee may apply if Member is unable to complete the program and graduate in the given program timeframe.
  5. Member Responsibilities. The Member agrees to communicate honestly, be open to feedback and assistance, and create the time and energy required to participate in the Accelerator program and to graduate. The Member must adhere to the program values and code of conduct, and may be cut from the program without investment and or a resource fee refund for refusing to follow and/or breaking the core values or code of conduct (see below). The Member is responsible for creating and implementing their own physical, mental and emotional well-being, decisions, choices, actions and results. As such, the Member agrees that the Accelerator and its affiliates; to include 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 its affiliates. Members understand that the Accelerator, Mentors, Advisors, and/or Masterminds are not therapist and do not substitute for therapy or professional services, and do not prevent, cure, or treat any mental disorder, litigation or professional legal advice for founder/co-founder issues, personal and or family life issues, other legal issues, financial or accounting issues, or medical disorders or 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 that impact Members’ business or personal wellbeing.
  6. Program Core Values. You will be required to abide by the core values to remain a Member of the Accelerator:
    1. Successful Founders ARE Coachable 
      You must be coachable, open to advice, and open to adapt and grow as a CEO.
    2. Successful Founders ARE Humble
       
      You must be able to own when you make mistakes, are wrong, and seek help.
    3. Successful Founders HAVE Viable Models
      You must be dedicated to create a sustainable and legitimate business model.
    4. Successful Founders HAVE Stable Teams
      You must be able to find people to help you build your company long-term
    5. Successful Founders HAVE Grit
      You must be resilient, able to handle chaos, and grow your team to success.

      These core values are simple to adhere to and the Accelerator 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 as a business outside of investor meetings and graduating. 

  7. Program Guarantee. If Member meets the requirements and graduates the program, and does not meet at least [10 new investors for the Pre-Seed Program]/[30 new investors for the Seed & Series A Programs] and does not receive a reasonable investment offer within 12 months of graduating, Member may receive its resource fee back upon requesting and submitting a guarantee request form to [email protected] This guarantee is not valid if: the Member purposefully decides to forgo fundraising and/or investment at any point of the program, does not accept a reasonable investment offer presented, does not utilize the full program above or participate in the accelerator programming, an offer falls through in due diligence, Member does not graduate or pay a remaining balance of a resource fee, Member refuses/misses or ignores investor introductions, or the accelerator Member goes out of business or becomes insolvent during the term of the guarantee. Running a business is difficult, thus you do not have to attend all masterminds if you let your advisor know ahead of time (we are here to work with you); however a single unexcused absence, no-showing  a scheduled investor meeting intro, or refusing an investor intro does nullify this guarantee; as well as continued absences or lack of participation can result in you being reset to a new cohort and or potentially removed from the program completely. Neither investors nor your competitors care how tired you are or how many hours you were up working the night prior, or any other excuse. Be professional, be prompt, be on-time, and if there is an issue let your Startup Champion and Advisor know. It’s part of respecting people’s time and being courteous. We are here to work with you to help you succeed.
  8. Executive Coaching, Advisor, Mastermind, & Mentor Session Procedures. 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. The time of all 1-1 meetings will be based on a mutually agreed upon time using an online scheduling system or available time slots, and initiated by the Member. If the Member is more than 10 minutes late for the appointed time, the scheduled time will be forfeited by the Member and/or rescheduled at discretion.
  9. 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, Mentors, and Coaches reserve the right to terminate coaching/advising of any Member for any reason or subtract a missed session from a Member’s total sessions. If a legitimate serious event, illness, or emergency causes a significant impact to a member’s ability to attend sessions and or cohort masterminds, accelerator has the right to decide on whether to re-assign the Member to a new mastermind, cohort, or place membership on hold until a later date. There is a zero absence without notice but we do have a “reasonable” reason policy; such as a VC called me and wrote me a check so I had to miss, etc.
  10. 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:
    1. You agree to provide Newchip Accelerator with accurate and complete information about yourself and your company when you register with Newchip Accelerator and as you use the Services. You must be at least 18 years of age;
    2. 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 for Company 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. Additionally, if it is discovered at a later date that you did not have the necessary right, authority, or consent to bind such entity to these Terms that you agree to do so immediately upon discovery and before accepting additional capital from any entity.
    3. 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. 
    4. Your resource fee 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 major legal updates to agreements that affect your rights, if such agreement changes will be applied to you, 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 in agreement, you may either retain original agreement or cancel your accelerator membership moving forward, but note that there are no refunds, pro-ration, or reimbursements for this type of membership cancellation.
  11. Description of Services. Newchip Accelerator may provide you with access to and use of its 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 based on what Newchip believes to be industry best practices to drive the most successful program experience. This agreement is the only agreement between the member and the accelerator, or its affiliates, no verbal agreements or promises not included in this agreement survive this agreement.
  12. 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.
  13. Use of Services. You agree that when participating in or using the Services, you will not:
    1. 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);
    2. 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;
    3. Defame, abuse, harass, stalk, threaten, commit felony crimes, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
    4. 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;
    5. 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;
    6. 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;
    7. 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;
    8. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
    9. Restrict or inhibit any other user from using and enjoying the Services;
    10. Violate any code of conduct of other guidelines which may be applicable for any particular Service, including the building rules for the Premises;
    11. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
    12. Violate any applicable laws or regulations;
    13. Take or copy information belonging to Newchip, or other Members or their guests;
    14. Create a false identity for the purpose of misleading others;
    15. Bring additional team Members onto the platform or share your access credentials with any other non-approved entity, company, or individual;
    16. Use the Services or Platform to conduct or pursue illegal or offensive activities; and
    17. You agree that when participating in or using the Services, you will be considerate and respectful of others.
  14. Accelerator Resource Fees. Depending on scholarship level and program, you may have a resource fee to cover software cost and other resources required to remain an equity-free accelerator program. At the time of membership acceptance, a minimum deposit may be required to secure your seat in the cohort. This allows us to secure materials ahead of time as well as mentors. The remainder is due on the starting date of your assigned cohort unless authorized for a monthly payment plan on a financial need or merit basis, or a full scholarship is authorized by the program director, a partner fund, or venture team. Newchip reserves the right to charge late fees of $10 per day and/or withhold services if resource fee payments are 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 shipped to the Member are non-refundable. Additionally if utilizing our Connect Platform, a small third party fee for LinkedIn Premium and/or Sales Navigator must be paid to LinkedIn (see LinkedIn for pricing).
  15. Payment Plans. Member recognizes that payment plans are extended as a courtesy to ease the financial burden on those that need it. However, a payment plan is not a subscription fee, the full resource fee and any fees and charges for the payment plan are due in their entirety regardless of whether the Member participates in the program or graduates from the program. Member should consult an expert such as an accountant or CPA for the proper way to characterize this payment on the balance sheet, but in the Accelerator’s view this should be treated as an account payable with a payment schedule.
  16. Change of Control. Change of Control means the occurrence of any of the following events: (i) the acquisition of the Member by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Member), unless the Member’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least fifty percent (50%) of the voting power of the surviving or acquiring entity (provided that the sale by the Member of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder), and (ii) a sale, assignment, exclusive license, lease or other disposition or transfer of all or substantially all of the assets of the Member. In connection with a Change of Control (including a transaction that results in the liquidation, dissolution or winding up of the Member), there is no release from the obligation of payment. Member, its officers, or successor entity must pay off its obligation. Member agrees that Member or successor will pay off this obligation before completion of any change of control.
  17. 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.
  18. Confidentiality
    1. 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. Confidential Information also includes any and all scholarships received, or resource fees paid, warrant agreements, and or investments made by Newchip, its partners, or affiliates; unless authorized otherwise in writing.
      1. Your participation in and/or use of the Services obligates you to;
      2. Maintain all Confidential Information in strict confidence;
      3. not to disclose Confidential Information to any third parties;
      4. not to use the Confidential Information in any way directly; or
      5. indirectly detrimental to the owner of the Confidential Information.
    2. 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 its affiliates may be used in the pursuit of investor due diligence or therein introductions to investors unless the Member specifically requests in writing that specified information not be shared.
    3. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
  19. 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.
  20. 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.
  21. 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.
  22. 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.
  23. 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 assignees (“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.
  24. 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.
  25. 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.
  26. Mutual 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 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. In the event that a Member’s interest and any Newchip Indemnitee’s interests come into conflict with regard to a claim, you agree that the Company shall be able to select its own legal counsel and may participate in its own defense with regard to those claims, if the Company wishes.
  27. 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.
  28. 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.
  29. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties.
  30. 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 is 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
  31. Conflict. In case of any conflict between this Agreement or other Agreements between the parties whether written or verbal until this point, the terms of this Agreement shall govern.
  32. No Impairment. Member shall not, through any voluntary action or inaction, avoid or seek to avoid the observance or performance of any of the terms of this Agreement required of Member, but shall at all times in good faith assist in carrying out of all the provisions hereof and taking all action as may be necessary or appropriate to protect the rights of the Accelerator, its affiliates, and its partners, under this Agreement against impairment.
  33. Promotion. Accelerator may use Member’s name, likeness, and image and quotes, in promotional materials, including press releases, presentations and customer references regarding the Accelerator.
  34. Electronic Signature. Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereby waive any objection to the contrary.
  35. Board Consent. Member agrees that it will produce a board consent to the terms of this agreement before being allowed to graduate and complete the program.
  36.  

Newchip Scholarship Agreement

This Scholarship Agreement (the “Scholarship Agreement”) is entered into the date of signature by and between Newchip Inc., the Newchip Accelerator, and its Assignees (Newchip), and Member, the entity, that has applied and is receiving Membership to the Newchip Accelerator Program per the terms of NEWCHIP ACCELERATOR MEMBERSHIP AGREEMENT (the “Member” and “Company” including “It,” “You,” and “Yours”) and shall expire 18 months (the “Period“) from cohort start date. In exchange for a scholarship discount to the program, the Member agrees to give Newchip Inc.:

    1. Investment Rights. The right to invest up to $250,000 total into either of: (i) Any current round or future funding round during the Period, at the same terms and rights as investors in the current round as of the date of acceptance of this agreement (i.e. we have the right to invest in any funding round during the Period at the terms of your current open round, if you have one open as of your start date, with at least 25% or more in signature commitments); or (ii) If the Company is raising a current round as of the date of the start of the program and does not have at least 25% in signature commitments as of this agreement, Newchip may at its option receive the terms and rights of any previous round of at least equivalent to $500k USD that has closed within 90 days of the start of the program (i.e. for example if you recently closed a round of at least $500k USD within 90 days and are starting a new round, we have the right to invest at the previous price until you have reached over 25% in commitments – or for example if you only have closed a friends and family or angel round of <$500K USD within 90 days prior, we would not receive those terms and (ii) is not an option); or (iii) If neither of the above is applicable, then Newchip may at its option instead receive the same rights and terms in any round within the Period, with same rights as those investors, at either a 20% discount or 1.5x the discount of the round as defined already in that round; whichever results in the greater number of shares (i.e. for example the majority of early stage rounds have discounts from 10%-35%, thus if your discount offered to investors in a round during the Period is 15%, Newchip’s rate would be 1.5x of 15% or 22.5% discount, and if you had no discount we would receive a default 20%). Signature commitments are defined as the amount of signed investor agreements; the percent of which are defined as the percent in total as a dollar amount of the stated round goal explained in either terms or to investors (i.e. for example if stated $500k USD, 25% of signature commitments would be $125k USD).

    2. Company Duty. For the length of this agreement, Member must keep Accelerator informed of the status of its open rounds, and prior to accepting the final investment and the legal close of the round, Member must provide Newchip the opportunity to review all of the documents and diligence for up to ten business days before close via email to [email protected], upon which time if Newchip does not commit to the round, the round may be closed without its participation. Once emailed, [email protected] will send a return email confirming to Member that its notification has been received, if this confirmation email is not received then Member is deemed to not have submitted notice. If there seems to be technical errors in the process Member can reach out to [email protected] to reach out to Newchip on their behalf. If the rights stated in this agreement are not respected before closing each round during the terms of the agreement above, Member agrees to extension of Period to 10 years from signature.

    3. Investor Rights.  In order to facilitate Newchip, or its assignees, due diligence process into the investment, Member 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 burden or expense on the Member, such as the completion of a CPA audit of financials. Data and information rights refers to making any and all information that Member 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.

    4. Follow-On Investment. Should the Newchip make an investment into Company, Company agrees to allow it follow-on investment rights to invest in a subsequent round at the same terms as investors in that round. The amount allowed under the follow-on rights is equal to two times the investment by Newchip (i.e. if $100k was invested, then follow-on rights allow an investment up to $200k), this clause shall not limit any pro rata rights that would allow investment greater than 2x the previous investment.

    5. Change of Control & Automatic Exercise. Change of control as defined meaning the occurrence of any of the following events: (i) the acquisition of the Member by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Member), unless the Member’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least fifty percent (50%) of the voting power of the surviving or acquiring entity (provided that the sale by the Member of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder), and (ii) a sale, assignment, exclusive license, lease or other disposition or transfer of all or substantially all of the assets of the Member. If such an event happens, it shall result in an automatic net exercise as if an investment occurred, under the applicable terms of Section 1, for the total amount of 5x the scholarship amount only if the automatic net exercise would result in a positive transaction for Newchip meaning proceeds greater than its actual or implied cost basis after the exercise. Newchip will opt for a cash payout if it has the option between cash and stock. To the extent such net issue exercise would result in the issuance of Shares, Newchip shall be deemed to have elected for the “Shares” to be Common Stock. If this agreement is automatically exercised, the Company shall notify Newchip of the automatic exercise as soon as reasonably practicable. For clarity, net exercise means that Newchip shall receive the net proceeds of the agreement without the transfer of any principal in order to reduce the number of back and forth transactions.

    6. Transfer Restrictions. Any securities arising from this agreement shall be subject to standard SEC transfer restrictions, and/or other country of origin transfer restrictions that apply if not operating in the USA.

    7. Assignability. This agreement and its rights may be assigned or transferred by Newchip Inc. to other parties, whether that be a wholly owned subsidiary of Newchip Inc., separate or affiliated fund, or identified otherwise by Newchip.

    8. Codification. Parties agree to re-codify into a separate warrant contract, agreement, or other securities contract with the same economic terms and defined rights, including the date, and will specifically identify the terms claimed by Newchip under (i), (ii), or (iii) above as deemed necessary by Newchip Inc.

    9. Total Agreement. Upon acceptance of a scholarship to the Newchip Accelerator program for the Period, Member agrees to the above terms under Scholarship Agreement, in addition to the terms and conditions of the program. This scholarship is an award, but also optional, the Member may pay the full program resource fee up front in lieu of accepting the scholarship. Once accepted however, this is a non-terminable agreement. If a Member pays full program resource fee without a scholarship or discount up front at time of signature only, this Scholarship Agreement and it alone will be void and treated as struck from the overall agreement upon signature.