Newchip Accelerator Membership & Services Agreement

Last Update: December 11th 2019

Newchip, Inc.

707 E Live Oak St. Unit 1

Austin, TX 78704

[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.


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 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 $20,000 up front in lieu of accepting the scholarship. Once accepted however, this is non-terminable and non-transferrable.

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.