Accelerator Agreement
Effective date: July 1, 2021Terms and Conditions
1. This Agreement sets out the terms and conditions on which Indie Labs Pty Ltd (ACN 622 779 775) trading as Atto Accelerator (we/us/our) provides the Program to you (you/your).
2. Unless you or we enter into a separate agreement in relation to future programs, this Agreement also governs any other future programs.
3. It is your responsibility to read and understand these terms and conditions. If you have any queries or concerns, please notify us immediately.
Definitions
4. In this document, these terms have the following meanings:
a. Agreement means the terms and conditions set out in this document.
b. Business Day means a day other than a Saturday, Sunday, or public holiday.
c. Confidential Information means all information, either oral or written about our business that we have or may give to you in the Program process of providing the Program. This includes any frameworks, proposals, documents, business methods, member’s list, team member contact details, and financial information, in each case save where the information is in the public domain other than as a result of a breach of confidence owed to us by any person (including you).
d. Code of Conduct means the set of rules outlining the norms, rules and responsibilities of each participant of the Program.
e. Fees means any and all amounts payable to us in respect of the Program.
f. GST means the goods and services tax chargeable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
g. Intellectual Property means all rights to, and any interest in, any copyright, design, trade mark, trade name, confidential information, trade secrets and technical information as may exist anywhere in the world at any time (whether capable of protection by registration or not), including all applications for any such rights.
h. Merchant Fees means the fee including international bank charges which we are charged to process secure credit card, debit card, pin, Stripe and PayPal payments.
i. Program(s) means the 12-week online accelerator program for female founders of technology startups.
Provision of Program
5. When you enrol in a Program with us, you acknowledge and agree that these terms and conditions will apply.
6. In providing the Program, we will ensure that the Program is provided with reasonable skill, care, and diligence to the standards reasonably expected of startup accelerators providing Programs of a similar nature.
7. Through our Program, you can expect to gain an appreciation for and knowledge of a range of legal, accounting, product development, customer validation, sales and marketing, hiring talent, the investment landscape, and pitching your startup.
Your Obligations
8. The Program is three (3) months long and is offered remotely online. When you apply and enrol in the Program, you agree to provide us full and accurate information including your full legal name, valid email address and any other information which is required to complete the enrolment process.
9. You will need to commit to at least five (5) hours every week, including the two (2) hours of live sessions, for three (3) months and be prepared to put in additional time outside those hours.
10. You will be required to attend an Atto Demo Day wherein you will be asked to participate in a pitch-style event. Attendance at Atto Demo Day is compulsory unless you are sick or there are other extenuating circumstances preventing attendance.
11. You agree to always conform with the Code of Conduct. Compliance with the Code of Conduct is an essential term of this Agreement.
12. You agree to attend at least 80% of the scheduled live masterclass and mastermind sessions and attend three 1:1 coaching sessions to evaluate your progress during the Program.
13. You agree to complete a survey at the end of the Program to share your progress and feedback.
14. If you are unable to attend the sessions or complete the survey due to illness or other extenuating circumstances, then please contact us at hello@atto.vc.
Online Sessions
15. You cannot share the login details of the Program’s community platform with any third party. If we provide you with a Zoom link, slides, video recordings, or access to resources, then you cannot provide that link to a third party.
16. You will be responsible for purchasing any materials and services that are need for the successful completion of the Program.
17. You cannot transfer the Program to any third party. You cannot exchange the Program for any other program or membership.
18. You agree not to copy, download, record, or stream the Program that is made available to you. You can stream the Program on your own devices only.
19. You are responsible for ensuring that you have access to the required hardware, software, and an internet connection.
20. You are responsible for maintaining the security of your usernames, passwords and personally identifiable information.
21. You must not make or attempt to modify, add, remove, hack, deface or otherwise interfere with the Program or to any material or content posted on the Program.
Offline Sessions
22. If we conduct the Program or a part of it offline in face-to-face settings, then you will be liable for any transport and accommodation charges.
23. You acknowledge and agree to adhere with any COVID-19 policies that we implement at the venue for offline sessions.
24. You cannot create an audio or audio-visual recording of the offline sessions without our prior written consent.
Disclaimer
25. Every week, we will have a speaker talking about a topic in their area of expertise. These talks will be general in nature and should not be relied upon as qualified legal, financial, accounting or investment advice. It is your responsibility to seek independent legal, financial, accounting and investment advice that is tailored to your needs.
26. We will not be liable to you for any special, indirect, consequential, or punitive damages, including but not limited to loss of profits, loss of business opportunities or loss of goodwill if you wish to rely on the information given during the talks.
27. We wish to highlight that any advice provided by us or our speakers is general in nature and does not take into account your business goals, financial requirements or specific needs. It does not substitute for any advice that is specific to your circumstances.
Investment-Free
28. While Atto may invest in some startups that complete the Program, Atto Accelerator is an equity-free program and does not provide funding or investment.
Intellectual Property Rights
29. Unless otherwise agreed between the parties in writing, all Intellectual Property in the Program and other materials created by us in the Program of this Agreement or providing the Program will vest absolutely and automatically on creation, and remain thereafter, in us. You must not reproduce, store, adopt, distribute, publish, or create similar works for them.
30. When you enrol in a Program with us, we will grant you a non-exclusive, non-transferrable, non-shareable, royalty-free, and non-sublicensable licence to you. For the avoidance of doubt, this aforementioned licence is for your personal use only and you cannot sub-licence it to a third-party.
31. Atto and any other marketing symbols or words that appear in the Program and/or on our website are our trade marks and you should not use them in relation to any activity without our prior written permission.
Confidentiality
32. You agree to keep (and ensure, to the best of your ability, that your employees, independent contractors, agents, and any other persons acting or working on your behalf (such as volunteers) or any other third parties who may come in contact with material belonging to us, keep) the Confidential Information strictly confidential.
33. You must:
a. only access and use the Confidential Information for the purpose of completing the Program;
b. take all reasonable steps to maintain the strict confidentiality of the Confidential Information;
c. ensure that proper and secure storage is provided for Confidential Information while in your possession or under your control;
d. take all precautions necessary to prevent disclosure of Confidential Information;
e. not use or attempt to use the Confidential Information in any manner which may injure or cause loss, either directly or indirectly, to us, or which may be likely to do so;
f. take reasonable precautions to prevent any unauthorised use, disclosure, publication or dissemination of Confidential Information;
g. promptly notify us if you suspect, or become aware of, any loss or any unauthorised use, storage, copying or disclosure of the Confidential Information;
h. immediately take all steps necessary to prevent or stop, and comply with all our reasonable directions in respect of, suspected or actual breaches of this Agreement; and
i. if requested by us, immediately return to us, or destroy, delete and erase, all materials that contain Confidential Information.
This clause survives the termination of this agreement.
34. The return, destruction, deletion, erasure or retention of Confidential Information does not relieve you from any of your other obligations under this Agreement.
Payment
35. In consideration of us providing the Program, you must pay the Fees. Subject to clause 36, the Fees must upfront before the Program commences. If you fail to pay the Fees before the commencement of the Program, then your enrolment may be cancelled. The Fees for the Accelerator Program are per company, so multiple co-founders can participate under the one enrolment.
36. If we have agreed to a payment plan, the Fees will be payable in monthly instalments throughout the term of the Program.
37. You may be eligible for a scholarship and scholarships are conferred at our own discretion. If we award you a scholarship, then no Fees for the Program are owed. If we find out that you obtained the scholarship by illegal or improper means, such as by providing false information, then at any stage we may revoke your scholarship, in which case you will be liable for the Fees and your place in the Program may be terminated.
38. All our Fees are GST inclusive. The GST component is stated on each invoice.
39. All payments to be made to us must be made in the full amount shown in each invoice, free of any deductions or withholdings, and without you exercising any right of set-off. You may also be liable for any Merchant Fees or charges associated with debit or credit card transactions.
40. If a payment is unpaid for 14 days after the due date for payment, then your enrolment may be cancelled immediately without any further notice.
Privacy
41. When you enrol with us, we collect personal information from you, such as your name, location, phone number, email address or other personally identifiable information about you (personal information). We will use the personal information to provide the Program you have requested and to communicate with you in relation to our future programs and services. We do not sell, trade or transfer to your personal information to any unrelated third party. You can view our Privacy Policy.
Marketing
42. We may at our discretion record or photograph the online and/or offline sessions for promotional activities. You acknowledge and agree that you may be recorded or photographed and that you may appear in our promotional and marketing activities. If you do not agree to be photographed or filmed, then please let us know in writing in advance.
43. You acknowledge and agree that you will not be paid for your appearance in our promotional and marketing activities.
44. You acknowledge and agree that we may use your name, company name and other details to promote our Program and our business in general. If you do not wish for us to use your name and details for our promotional and marketing activities, then please let us know in writing in advance of enrolling in a Program and in any event before the Program commences.
Testimonials
45. We may request you to write a testimonial for our Program. You agree that we can use that testimonial in our promotional and marketing activities without any compensation to you. Similarly, if you leave a review for us online on platforms such as Google, Facebook and Trustpilot, then we can reproduce that review for our promotional and marketing activities without any compensation to you.
46. Any review or other matter that could be regarded as a testimonial or endorsement about our Program does not constitute a guarantee, warranty, or prediction regarding the outcome of any use of such Program and you acknowledge that testimonials represent the anecdotal experience of individual consumers.
Limitation of Liability
47. Our Program is designed to help you succeed with your startup. However, we do not provide any guarantees in relation to your startup.
48. We will not be liable to you for any special, indirect, consequential, or punitive damages, including, but not limited to, loss of profits, loss of business opportunities, or loss of goodwill, arising out of your use of the Program.
49. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, our aggregate liability under or in connection with this Agreement, howsoever arising (including by reason of tort, negligence, breach of contract or otherwise), shall not exceed the sum of all Fees paid to us in respect of the relevant Program giving rise to the liability.
Indemnity
50. You will be liable for and agree to indemnify, defend and hold us and each of our employees and contractors harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly from:
a. any information that is not accurate, up to date or complete or is misleading or a misrepresentation provided to us, our employees, contractors or agents;
b. any breach of this Agreement by you, your employees, contractors or agents; or
c. any claim by a third party that any use by us of information, works, material or Intellectual Property supplied by you infringes that third party’s rights in any way.
51. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Program including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information we have given you or you have given to us, respectively.
52. The obligations under clauses 50 and 51 will survive termination of this Agreement.
Insurance
53. We warrant that we have the appropriate Public Liability Insurance and Professional Indemnity Insurance required to provide the services.
Cancellation
54. If you cancel your enrolment up to and including seven (1) business day before the Program commences, then we will refund 100% of the Fees.
55. If you cancel your enrolment after the Program commences, then there will be no refunds. You will be liable for 100% of the Fees. However, in exceptional circumstances such as illness and bereavement, a full refund may be available.
Termination
56. A party may terminate this Agreement by giving 14 days written notice if:
a. the other party is in default in the performance of any of its obligations under this Agreement and the default is not capable of being remedied, or if the default is capable of being remedied the other party fails to remedy the default within 14 days of notice by the first party specifying the default;
b. the other party ceases to carry on business, ceases to be able to pay its debts as they become due including poor payment history, enters into a compromise with its creditors, goes into liquidation, or a receiver and manager or statutory receiver is appointed, or any analogous event occurs; or
c. the other party imposes unreasonable restrictions on working with their competitors or working with other clients in their category.
57. In the event of termination of this Agreement, we will retain any amounts paid to us by you and are entitled to be paid amounts that are due but not yet paid.
58. This Agreement may be terminated immediately by notice in writing to you if you are in breach of a material obligation under this Agreement.
Non-Disparagement
59. Both parties agree not to defame the other party or make disparaging statements about the other party in any form and on any medium.
60. If you have any feedback for you or if you wish to discuss any issues relating to the Program, then we strongly encourage you to contact us to resolve it before raising the issue publicly.
General
61. Each party warrants to the other that it has the power and authority to enter into this Agreement and the obligations contemplated by it.
62. Each party enters into this Agreement as an independent contractor. Nothing in this Agreement creates, constitutes, or evidences any partnership, joint venture, agency, trust or employer/employee relationship between the parties, and a party may not make, or allow to be made, any representation that any such relationship exists between the parties. A party shall not have the authority to act for, or to incur any obligation on behalf of, any other party, except as expressly provided for in this Agreement.
63. This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties in respect of its subject matter.
64. Any notice or document required to be given under this Agreement must be in writing and may be given by hand, post, or email as shown in the relevant party’s contact details or otherwise notified by one party to the other.
65. We may assign, license or sub-contract our rights and obligations under this Agreement without your consent.
66. You must obtain our consent in writing to assign (including by way of a change of ownership of you), license or sub-contract your rights and obligations under this Agreement.
67. Any modification to or variation of this Agreement must be in writing.
68. Each party agrees that this Agreement may be electronically signed and that any electronic signature appearing on this Agreement shall be construed as the handwritten signature for the purposes of validity, enforceability, and admissibility.
69. If any provision of this Agreement is held to be invalid, illegal or unenforceable, it will be severed, and the remainder of the Agreement will remain in full force and effect.
70. If there is a dispute between the parties in relation to any matter connected with this Agreement or a Project, the parties must meet in good faith to seek to resolve the dispute by agreement between them. The parties agree to follow this procedure before resorting to any legal proceedings, save that nothing in this clause prevents either party from seeking urgent injunctive relief.
71. This Agreement shall be construed in accordance with and governed by the laws in force in the State of Victoria, Australia and each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia.