F369 License Agreement

Transcription

1 F369 License Agreement This document outlines the terms of agreement of the engagement between the startup founders and Excubator for the F369 program. Definitions: 1. Participant(s) means individual or company that has accepted the offer to participate in the F369 program 2. Venture means the startup company founded by the Participant that has been accepted into the F369 program 3. F369 means mentoring program for the duration of 6 weeks offered by Excubator at its Bangalore location. 4. Venture lab means specific physical space and facilities designated by Excubator for F Parties means Excubator and venture companies or individuals participating in F Agreement - means this F369 license agreement 1. Rights of usage 1.1. Participant agrees to abide by all terms and regulations set by Excubator for the F369 program 1.2. Excubator grants a non-exclusive, non-transferable license to the participant for using the venture lab space and shared facilities permitted for F369 usage Each venture is allowed to have a maximum of two founders to register and participate in the F369 program 1.4. Participant is allowed to use the Venture lab only for his/her Venture that has been accepted and registered in the active batch of F Term of this Agreement will be for a period of 6 weeks from the date of acceptance of the Agreement and may be extended for an

2 additional one week based on the written request submitted by the participant in advance and at the sole discretion of Excubator Venture Lab working hours Normal working hours for F369 will be 8:30 AM to 7:30 PM on all working week days and on Saturdays when F369 events are organized Venture lab will be closed on all declared Holidays, Sundays and Saturdays except when events are organized by Excubator for F If Participant desires to work in Venture Lab during non officehours or on days when office is closed, he/she must get a prior approval from Excubator admin Participants shall NOT: Put their company s board or logo anywhere inside Excubator premises Represent their venture as being incubated by Excubator Use the venture lab for any activity that is illegal, religious, political or objectionable in any other way to other participants Bring team members, customers or guests into the venture lab without written permission from Excubator representatives Be present in the Venture lab after 7:30 PM or before 8:30 AM on all working days without prior approval taken from the Excubator admin Disrupt or damage the venture lab workspace Use the Excubator name as the registered office address of their venture Use the Excubator office address for invoicing, statutory or other filings undertaken by them or their venture Bring in any equipment or hardware machines to the venture lab without prior written approval from the Excubator admin 1.8. Excubator may modify this Agreement from time to time. 2. Excubator Services 2.1. F369 is a mentoring program offered by Excubator. This program will include following non-exclusive services for the Participant: Guidance on business strategy of the Participant s venture Opportunity to interact with experienced Entrepreneurs and industry experts

3 Opportunity to pitch their idea to a mixed panel of relevant people from Excubator ecosystem that may consist of entrepreneurs, media representatives, enterprise executives and investors Provision of workspace designated for F369 that can be used for a maximum period of 6 weeks unless in cases where there will be one-time extension of one week subject to approval by the Excubator admin Internet access for official and fair use only Meeting rooms designated for F Basic amenities such as water, electricity, janitorial services, building security etc Participant realizes and acknowledges that success of the venture undertaken by Participant under this Agreement depends on the ability of the Participant as well as many other factors that are beyond the control of Excubator. Participant also acknowledges that F369 program is directional in nature and cannot guarantee the success of the Participant s business Excubator owns IP of all content, material, presentations, documents, videos, templates, tools and flow charts shared during the course of the F369 event unless explicitly mentioned otherwise F369 program does not make any promise or offer any services to the Participant under this Agreement for following: Funding of any nature including but not limited to seed investment, angel investment, venture capital investments, personal lending and financial institution lending for the Venture Revenue transaction growth for the Venture New customer engagements for the Venture Technical resources and infrastructure for development of any kind of product Involvement of Excubator staff and its associates for sourcing, evaluation or recruitment of employees and interns for the Venture Involvement of Excubator staff and associates in any kind of business development activity for the Venture Incubation of the Venture in any of the startup incubators or accelerators 3. Fee payment

4 3.1. A fee of 15,000/- (Fifteen thousand) INR is required to be paid in advance by every Venture participating in F369. This fee will permit a maximum of 2 founders per Venture to register and participate in F369 s active batch The fee shall be paid in form of cheques, which shall be deposited at Excubator office at the time of acceptance of the Agreement Non-payment of the fee could result in cancellation of the F369 offer The fee is not refundable Fee is inclusive of all taxes (14% service tax) 4. Indemnification and Limitation of Liability 4.1. Participant shall indemnify, defend and hold Excubator, its affiliates, officers, agents, directors, agents, and employees ( Excubator Indemnitees ) harmless from and against all losses, liabilities, damages, claims, demands, suits, fines, theft and including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, charged to, accrued against, or recoverable from Excubator Indemnitees, by reason of any claim arising out of or relating any conduct, act, error or omission, or misconduct of Excubator Indemnitees during the performance of this Agreement, including, without limitation, claims arising out of or relating to: (a) physical injury (including death) or damage to tangible real or personal property; (b) breaches of any representations made in this Agreement; or (c) violation of any law or regulation Under no circumstances will Excubator Indemnitees have liability to Participant for any direct, indirect, incidental, lost profits or consequential damages (including but not limited to damages for reputation, anticipated earning, or other intangible losses and whether under contract, tort, equity, statute or otherwise) however occasioned (including due to negligence) arising out of or otherwise in connection with this Agreement, exceed the license fees paid by the Participant in the calendar month in which the relevant cause of action accrued While best care will be taken to provide a safe environment that respect confidentiality and intellectual property rights of the venture, the participant understands that it is an open and collaborative workspace at F369. Participants shall take due care to protect the confidentiality and intellectual property rights and shall not hold

5 Excubator or its affiliates responsible and liable for any kind of information loss and consequences thereof. 5. Termination 5.1. Excubator will have the right to terminate this Agreement by giving a 7 (seven) day written notice to the participant(s) if there is a material breach of the terms of this Agreement 5.2. On termination, the participant shall peacefully vacate the Venture Lab premise within 1 (one) day of termination. 6. Arbitration 6.1. In case of any dispute arising under the terms of this Agreement that cannot be resolved by the parties, the same shall be referred to Sole Arbitration. The Sole Arbitrator who has adequate and competent knowledge to handle the matter involved in Arbitration, shall be appointed by the parties in mutual consent and the Arbitration which shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act 1996 as amended from time to time. The venue of the arbitration shall be Bangalore and both parties shall share the cost of Arbitration equally. Proceedings shall be conducted, and documentation presented in English. It shall further be agreed that, the decision of the arbitration shall be final and binding on both the parties. 7. Code of conduct: Excubator is committed to providing a work environment that respects all its stakeholders. As part of this ecosystem, and consistent with our obligations under applicable laws and regulations, the Participant commits to the following: 7.1. Being sensitive and respectful of the concerns, values and preferences of other incubatees as well as Excubator staff; and conduct in a manner that supports and promotes a diverse and respectful environment 7.2. Excubator offers a thriving environment where entrepreneurs will constantly be connecting with each other. It is expected that the Participant will receive confidential information in this environment. The Participant must maintain any information received in this manner as confidential.

6 7.3. Workspace area and other facilities licensed to the participant under this Agreement shall not be participant specific Participant shall be sensitive to the overall interest of the F369 community and shall not conduct in any manner that may disrupt the peaceful functioning of the F369 program or other Excubator engagements F369 program is committed to bring some of the best mentors, resources and support to help participating ventures. Participants are expected to be focused on achieving the goals of F369 program, attend the full term of the program and participate in all events organized as part of F Participant shall conduct himself/herself responsibly for keeping the workspace area clean and hygienic Participants and their guests must sign in and sign out while using the premises. Participants are responsible for their guests and must escort his/her guests at all times while on the Excubator premises. Guests are allowed only during the office hours (8:30 AM to 6:30 PM on all days except weekends and observed holidays) unless otherwise mentioned for specific events or other occasions as published by Excubator. *** End of the Agreement ***

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