This Accelerator Participation Agreement (this “Agreement”) applies to the Services (as defined below) offered to the company participating in VentureOut programs (“Participant”) and made available by Corossol Consulting, LLC, a New York limited liability corporation, with an office at 25 W. 39th Street, 14th floor, New York, NY 10018 (“VentureOut” and together with Participant, the “Parties”).
WHEREAS, VentureOut organizes a schedule of events with various members of the New York tech community, including but not limited to investors, startup founders, community organizers, and service providers (collectively “Events”) and provides advice and guidance regarding successfully accessing and accelerating into the New York market (“Services”) and;
WHEREAS, Participant wishes to retain VentureOut for such Services and Events;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:
The term of this Agreement shall commence as of the date Participant ticks “agree” on a form mentioning these Terms and Conditions and submits the form (the “Effective Date”) and shall remain in force until terminated by either party pursuant to the provisions of Section 7.
2.1. In full consideration for the Services and Events provided under this Agreement, Participant hereby agrees to pay VentureOut a fee (the “Fee”) set by the corresponding representative of VentureOut, prior to agreement.
VentureOut reserves the right to apply a discount towards the Fee. If a discount is provided and Participant breaches any of the Rules listed in Section 3.1, VentureOut reserves the right to revoke such discount and charge Participant the full fee.
2.2. All travel related expenses, including but not limited to, airfare, hotel lodging and transportation, are the sole responsibility of the Participant.
3. Participant Obligations and License Grant
3.1. All officers, employees, consultants or agents of the Participant, while attending the Events, shall comply with the following rules (the “Rules”):
(a) follow instructions, directions, procedures and policies of VentureOut;
(b) attend and arrive promptly to all Events;
(c) behave in a respectful manner to not poorly reflect on VentureOut;
(d) remain fully engaged and attentively participate in all Events;
(e) obtain prior approval from VentureOut prior to any absence from an Event; and
(f) have fun!
3.2. VentureOut reserves the right to exclude Participant from any Events if Participant breaches any provision of this Agreement.
3.3. Participant hereby grants VentureOut a non-exclusive, perpetual, license to use Participant’s documentation, logos, marks and trademarks (“Participant Materials”) to create documentation, promotional material, pitches to sponsors, and any other promotional materials, including but not limited to the web and social media, (“Event Materials”). VentureOut shall have the right to photograph and record video and/or audio of the employees of Participant attending the Events and make commercial use of such photographs and recordings.
4. Participant’s Representations and Warranties
4.1. Participant represents, warrants and covenants that there exists no agreement or restriction which would interfere with or prevent Participant from entering this Agreement.
4.2. Participant represents, warrants and covenants that the Participant Materials, and their receipt and use by VentureOut will not infringe upon, misappropriate or violate any patent, copyright, trademark (and any goodwill associated therewith), trade secret, moral rights or other proprietary right of any third party.
5. Indemnification in Connection with Injuries to Persons or Damage to Property
5.1. Participant party shall indemnify and hold harmless VentureOut, its affiliates, directors, officers, employees and agents (collectively, the “Indemnitee”) against and from any and all suits, actions, proceedings at law or in equity, claims (groundless or otherwise), demands, liabilities, losses, damages, judgments, payments, deficiencies, settlements, penalties, fines, fees, economic losses, costs and any other expenses, (including, but not limited to, fees and disbursements of counsel selected by VentureOut) (whether incurred in a third party action, or in an action brought by either party against the other to enforce its rights under this Agreement), (collectively, “Liabilities”) arising out of or incurred in connection with bodily injury (including death) to any person, damage to the property, or interest of any person, firm, or corporation to the extent that such injury or damage shall have been occasioned by, shall have resulted from, or shall in any way be attributable to the willful or negligent acts or omissions of Participant, its affiliates, officers, directors, employees, agents or subcontractors in any way related to this Agreement.
5.2. Notwithstanding anything in this Agreement to the contrary, Participant hereby agrees to indemnify, defend and hold harmless VentureOut, its affiliates, and its and their respective officers, directors, employees, and agents from and against any and all Liabilities which are asserted against, incurred or suffered by VentureOut and which arise directly or indirectly out of, or in connection with:
(a) the violation of any applicable law by Participant, and/or its officers, directors, employees, agents and/or other representatives;
(b) the breach by VentureOut, and/or its officers, directors, employees, agents and/or other representatives of any covenant, condition, warranty, or representation contained in this Agreement; or
(c) the gross negligence, or willful or wanton misconduct of Participant, and/or its officers, directors, employees, agents and/or other representatives.
6.1. “Confidential Information” means the terms and conditions of this Agreement and any information conveyed to Participant, orally or in writing, by VentureOut, pursuant hereto, but shall not include information which becomes generally available to the public through no act or omission by Participant. Participant acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not discuss, reveal, or disclose the Confidential Information to any other person or entity, or use any Confidential Information for any purpose other than as contemplated hereby, in each case, without the prior written consent of VentureOut. Participant agrees to use best efforts (and in no event less rigorous than Participant takes with respect to its own proprietary and confidential information) to prevent unauthorized or inadvertent disclosure of the Confidential Information.
6.2. Participant will, at the request of VentureOut, during the term of this Agreement or thereafter, promptly return all Confidential Information held or used by Participant in whatever form or promptly destroy all such Confidential Information, including all copies thereof, and those portions of all documents that incorporate such Confidential Information.
7.1 VentureOut is committed to safeguarding the privacy of VentureOut’s Participants, sponsors and partners.
7.4 VentureOut is granted permission and consent to the rights of Participant’s image, likeness and sound of voice as recorded on audio or video tape without payment or any other consideration. Participant understands that its image may be edited, copied, exhibited, published or distributed and waives the right to inspect or approve the finished product wherein their likeness appears. Additionally, Participant waives any right to royalties or other compensation arising or related to the use of their image or recording. Participant also understands that this material may be used in diverse educational settings within an unrestricted geographic area.
Photographic, audio or video recordings may be used for the following purposes:
• marketing material
• promotional or educational videos
• online promotion, including ventureoutny.com, Facebook, Instagram, Meetup, and other websites
By agreeing to this release, the Participant understands this permission signifies that photographic or video recordings of them may be electronically displayed via the Internet or in the public educational setting.
There is no time limit on the validity of this release nor is there any geographic limitation on where these materials may be distributed.
This release applies to photographic, audio or video recordings collected as part of the VentureOut activity Participant signed up and/or participated in. This authorization is revocable under the laws of GDPR.
8.1. VentureOut may terminate this Agreement at any time upon three (3) days’ notice.
8.2. VentureOut may terminate this Agreement (i) upon Participant’s breach of this Agreement and failure to cure such breach upon five (5) business days prior written notice by VentureOut, or (ii) upon Participant’s material breach of this Agreement which cannot be reasonably be cured.
8.3 The Participant may terminate this agreement at any time upon three (3) days’ notice. In case the Participant paid a Fee to participate to the Program, this termination would require the forfeiture of the program tuition and non-reimbursement on the Fee.
9. Limitation of Liability
EXCEPT AS SET FORTH IN SECTIONS 5 AND 6, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, USE, OR COST OF SUBSTITUTE SERVICE OR PROCUREMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. EXCEPT AS SET FORTH IN SECTIONS 5 AND 6, NEITHER PARTY’S TOTAL LIABILITY HEREUNDER WILL IN ANY EVENT EXCEED THE AMOUNT OF THE FEES PAID OR TO BE PAID PURSUANT TO THIS AGREEMENT.
10.1. Relationship Between the Parties. Participant is an independent contractor; there is no joint venture, partnership, agency or fiduciary relationship existing between the Parties and the Parties do not intend to create any such relationship by this Agreement. Neither Party shall have the power or authority to bind or obligate the other in any manner not expressly set forth herein.
10.2. Use of Name. Participant and its employees, agents and representatives will not, without VentureOut’s prior written consent in each instance, use in advertising, publicity or other promotional endeavor, the name of VentureOut or any of VentureOut’s affiliates, or any officer or employee of VentureOut, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof used by VentureOut or its affiliates; or represent, directly or indirectly, that any product or service provided by Participant has been approved or endorsed by Participant, or refer to the existence of this Agreement in press releases, advertising or materials distributed to Participant’s prospective customers.
10.3. Force Majeure. VentureOut shall not be held responsible nor be deemed to be in default under this Agreement for any delay in performance or failure in performance of any of its obligations hereunder if such delay or failure is the result of causes beyond the control of VentureOut.
10.4. Governing Law. This Agreement, its subject matter and the parties’ respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles regarding conflicts of law.
10.5. Modification, Amendment and Waiver; Benefit. There are no understandings, agreements or representations, express or implied, with respect to the subject matter hereof not specified herein. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived in whole or in part, except by a writing executed by both parties. This Agreement will inure to the benefit of Hotel, Vendor, and the successors and permitted assigns of each.
10.6. Assignment. VentureOut may assign this Agreement, and/or any rights and/or obligations hereunder upon written notice and without the consent of Participant to any (i) subsidiary or affiliate of VentureOut, or (ii) successor pursuant to a merger, consolidation, sale of all or substantially all of its assets. Participant shall not assign this Agreement, and/or any rights and/or obligations hereunder without VentureOut’s prior written consent. Any attempted assignment in violation of this Section 9.6 shall be void ab initio.
10.7. Authority. Both VentureOut and Participant have full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.