TERMS OF SERVICE
By entering into this Agreement and accepting admittance into the Propellant Labs Program (the “Program”), Participant understands and agrees to all of the provisions and stipulations of the Program, as set forth in this Agreement. Participant agrees to duly and faithfully adhere to the provisions of this Agreement while participating in the Program; failure to do so may result in removal from the program.
1. Acceptance of Agreement.
Participant agrees to the terms and conditions outlined in this Agreement. This Agreement supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Program. This Agreement may be amended at any time by Propellant Labs, whereupon Participant will be notified of such changes.
Participant agrees to pay Propellant Labs a recurring monthly fee to participate in the Program. There will be an initial charge on enrollment date and then Participant will be charged every month on the monthly anniversary of the enrollment date.
3. Term and Termination.
This Agreement shall commence on the Enrollment Date and continue for 30 days after participant cancels their membership in the program. Either party may terminate this Agreement for any reason. Participant may cancel by sending an email to: [email protected]. Participant will not receive a refund for fees paid, however, Participant will be able to remain in the program until their next 30 day billing cycle.
4. Independent Advisors.
Participant may receive business and technical consulting services from mentors or other outside contractors. These independent advisors are not employees or agents of Propellant Labs, and they will not be bound by this Agreement. Participant acknowledges and agrees that Propellant Labs shall not be held liable for the acts or omissions of these independent advisors, even if such advisors are mentors for Propellant Labs.
5. No Guarantee of Results.
Participant acknowledges and agrees that Propellant Labs cannot guarantee that Participant's business will succeed as a result of participation in the Program. Propellant Labs makes no representation as to the commercial utility of its recommendations or that the use of such recommendations will not infringe on any intellectual property rights of others. Participant shall be solely responsible for making all decisions and taking actions related to its business, including compliance with all applicable laws and regulations. Participant hereby waives and covenants not to hold Propellant Labs or its employees, agents, contractors, or other representatives liable for any damage related to advice given by Propellant Labs.
6. Independent Contractor Status.
Neither party is, nor shall be deemed to be, an employee, agent, partner, or legal representative of the other party for any purpose. Neither party shall be entitled to enter into any contracts in the name of or on behalf of the other party, nor shall either party be entitled to pledge the credit of the other party in any way or hold itself out as having the authority to do so.
Participant shall maintain insurance in such types and amounts customary for and necessary to protect and insure against the type of risks involved with the type of business operated by Participant, including but not limited to, general property and casualty, workers compensation, directors and officers, and product liability insurance.
8. Unlawful Activity.
Propellant Labs reserves the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities.
Participant agrees to indemnify, defend and hold Propellant Labs and its partners, mentors, agents, officers, directors, employees, subcontractors, successors, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense of any kind whatsoever, including reasonable attorney's fees.
10. Proprietary and Confidential Information.
Participant agrees that at no time (either during or subsequent to the term of this Agreement) will Participant disclose or use, except in pursuit of the business of Propellant Labs or any of its subsidiaries or affiliates, any Proprietary and Confidential Information of Propellant Labs, or any subsidiary or affiliate of Propellant Labs, acquired during the term of this Agreement. The term “Proprietary and Confidential Information” shall mean, but is not limited to, all information which is known or intended to be known only to Propellant Labs, its subsidiaries and affiliates, and their employees, including any document, record, financial or other information of Propellant Labs, or others in a confidential relationship with Propellant Labs, and further relates to specific business matters such as Propellant Labs’ financial information, marketing, sales, strategic, and other business plans, identity of Propellant Labs’ and policies and procedures, fee structures, patents and patent applications, trademarks and trademark applications, trade secrets, proprietary know-how, account information, software, products and other information relating to other business of Propellant Labs, its subsidiaries and affiliates, and their employees. Participant agrees not to remove from the premises of Propellant Labs except as necessary for Participant to perform services in accordance with the terms of this Agreement, any document, record, or other information of Propellant Labs or its affiliates.
Participant agrees to return or destroy, immediately upon termination of Participant’s services hereunder, any and all documentation relating to Proprietary and Confidential Information of Propellant Labs and of others that is in the possession of Participant, in whatever format it may be maintained, whether provided to, or developed by, Participant, and to provide a certificate of destruction if required by Propellant Labs.
Notwithstanding the foregoing, the restrictions contained in this Section 10 shall not apply to any Proprietary and Confidential Information that (i) is a matter of public knowledge or is documented to be prior personal knowledge (from a source other than a party to this Agreement or its affiliate), (ii) is independently developed by a person not a party to this Agreement without the use, directly or indirectly, of Proprietary and Confidential Information, or (iii) is required by law or the order of any court or governmental agency, or in any litigation or similar proceeding to be disclosed; provided that Participant shall, prior to making any such required disclosure, notify the other party with sufficient notice to permit that party to seek an appropriate protective order.
Participant acknowledges that Propellant Labs does business with third parties or affiliates that supply Propellant Labs with information of a confidential nature, and that Propellant Labs has contractual obligations to preserve the confidential nature of such information. Participant agrees to treat any information received from third parties or affiliates of Propellant Labs as confidential, as if it were the Proprietary and Confidential Information of Propellant Labs.
Participant acknowledges that violation of this Agreement by Participant may cause the Propellant Labs irreparable harm, and therefore Participant agrees that the Propellant Labs will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, that a $1,000 bond will be adequate), in addition to and without prejudice to any other rights or remedies that the Propellant Labs may have for a breach of this Agreement.
Participant’s membership in the Program is non-transferable and non-assignable.
THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE SITE OR OTHERWISE ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED(INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, INACCURACIES, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE),PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
14. Limitation of Liability.
Neither party shall be liable to the other for indirect, incidental, consequential, or special damages, including but not limited to lost profits arising from or relating to any breach of this Agreement, regardless of any notice of the possibility of such damages. Nothing in this section is intended to limit or restrict the indemnification rights or obligations of either party.
15. Legal Compliance.
Participant agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding its use of the Propellant Labs Incubator services and the content and materials provided therein.
16. Advice of Counsel.
PARTICIPANT ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, PARTICIPANT Has HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND PARTICIPANT HAS READ AND UNDERSTANDS ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
This Agreement shall be treated as though it were executed and performed in California, and shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.
Any legal controversy or legal claim arising out of or relating to this Agreement or Propellant Labs services, excluding legal action taken by Propellant Labs to collect or recover damages for, or obtain any injunction relating to, intellectual property, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in California necessary to protect the rights or property of both parties, pending the completion of arbitration. Arbitration fees and costs incurred through American Arbitration Association will be paid by the participant.
Execution in Counterparts. For the convenience of the parties, this Agreement may be executed by use of an electronic signature.
Waivers. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision, or of any further breach of the provision so waived or of any other provision, of this Agreement. No extension of time for the performance of any obligation or act under this agreement shall be deemed an extension of time for the performance of any other obligation or act.
Entire Agreement. This Agreement, together with the other Participant documents, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral and written, among the parties.
Binding Effect. This Agreement shall be binding upon the parties and their respective successors and assigns.