Fc centripetal LLC

Subject to the terms and conditions of this Agreement, Fc will use commercially reasonable efforts to review the Participant’s Application Form, provide the content of such Application Form to enterprise IT professionals for Rapid Review, share certain feedback from Rapid Review with Participant, and in Fc’s sole and absolute discretion, to notify Participant as to whether Participant has been accepted as a valid candidate to execute Fc’s Participant Agreement.

To participate in Rapid Review, Participant is required to submit an Application Form. In doing so, Participant will (i) provide true, accurate, current and complete information (“Registration Data”) and (ii) maintain and promptly update such information to keep it true, accurate, current and complete. Participant will not provide any false or misleading information about Participant’s identity or location, business, skills, or services and to correct any such information that is or becomes false or misleading. Participant acknowledges and agrees that Registration Data may be shared with other users, including enterprise IT professionals (e.g., CIOs, CTOs, CSOs) (“Mentors”), in connection with the Rapid Review and Participant’s application to the Accelerator (“Application”), and Participant hereby grants Fc a non-exclusive, worldwide, royalty free license to use, display, perform, transmit, and otherwise exploit Participant’s Registration Data in connection with the Rapid Review and Participant’s Application. If Participant provides any information that is untrue, inaccurate, not current or incomplete, or Fc has reasonable grounds to suspect that any information Participant provides is untrue, inaccurate, not current or incomplete, Fc has the sole and absolute right and discretion to refuse to submit Participant’s Application Form for Rapid Review, and to reject any and all current or future Applications. Participant may not submit an Application Form if Participant has been previously removed by Fc or previously banned from the Accelerator. Fc reserves the right to reject an Application or refuse to submit Participant’s Application Form for Rapid Review for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

Fc does not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any advice, information, or other guidance provided by Mentors in connection with Rapid Review.

Participant shall, and shall cause all non-Fc persons and entities participating in the Rapid Review or contributing to Participant’s Application at the behest of Participant, including, without limitation, Participant’s directors, officers and employees (the “Participant Personnel”) to, (a) comply with all rules of conduct, security procedures, safety requirements, guidelines and policies and procedures of Fc and its affiliates, including Fc’s community rules and guidelines available at https://www.fcmv2r.com/community-rules; (b) submit only for lawful purposes and only for any purposes permitted by this Agreement; (c) not interfere with the activities or operations of Fc or other participants in the Accelerator; (d) not obtain or attempt to obtain any materials or information of Fc, unless they are intentionally made available by Fc in connection with Rapid Review; (e) not upload files to any Fc computer server or other Fc system that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage computers, systems or property; (f) comply with all applicable laws and regulations; and (g) not otherwise violate this Agreement or any other guidelines or instructions given by Fc to Participant.

Participant hereby represents and warrants to Fc as follows: (a) Participant has all legal power and authority required to enter into this Agreement and comply with and abide by the terms and conditions of this Agreement, and no further authorization or approval by anyone else is necessary; (b) the execution of this Agreement, submission of the Application Form and Application will not conflict with or result in the breach of any of Participant’s obligations or any agreement to which Participant is a party; and (c) none of the materials, products, intellectual property or information that Participant or Participant Personnel used in connection with Rapid Review or Participant’s Application infringes upon or violates the rights of any other person or entity.

This Agreement shall be in effect from the Effective Date until the first anniversary of the Effective Date (“Term”). Fc and Participant may terminate this Agreement at any time by mutual written consent. Fc shall have the right to terminate this Agreement at any time upon written notice to Participant (a) in the event of a breach of any provision of this Agreement by Participant that remains uncured for five days following delivery of notice thereof (to the extent such breach is subject to cure) or (b) in the event that any founder of Participant ceases to be a full time employee of Participant. The rights and obligations contained in Sections  3 through 14 will survive any expiration or termination of this Agreement.

The parties’ relationship with each other will be that of independent contractors. Fc will have no authority to enter into contracts that bind Participant or create obligations on the part of Participant, without the authorization of Participant. Without in any way limiting the foregoing, Participant and Fc are not principal and agent, employer and employee, partners, fiduciaries or joint venturers by virtue of this Agreement or Participant’s participation in the Accelerator, and accordingly, Participant will have no authority to obligate or bind Fc and Participant will not make any representation that Participant has such authority. Participant will be solely and entirely responsible for all Participant Personnel, including, without limitation, for any amounts due and/or payable to such persons and/or entities in connection with their participation in the Accelerator.

The parties acknowledge and agree that the collaborative and collective environment of the Accelerator is such that an absolute restriction on the use and disclosure of Confidential Information by Participant, Fc or other participants is not feasible. However, the parties acknowledge and agree that each has a protectible interest in its Confidential Information, and, subject to the each party’s recognition of the nature of the Accelerator environment, including Rapid Review, each party agrees, and agrees to cause its employees and agents, not to use any Confidential Information (as defined below) disclosed by the other party for any purpose, in the case of Fc as recipient, other than to perform its obligations under this Agreement and advance the interests and success of Participant and the Accelerator, and in the case of Participant as recipient, other than to carry out discussions concerning, and the undertaking of, Rapid Review and Participant’s Application to the Accelerator. The parties agree to use reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the disclosing party in order to prevent it from falling into the public domain or the possession of third persons other than agents of the receiving party or persons to whom the disclosing party consents to such disclosure, which measures shall include the degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, Participant agrees that in no event shall Fc be responsible or liable to Participant for any unauthorized use or disclosure of Participant’s Confidential Information by another participant, including any Mentor. Upon request by either party, any materials or documents that have been furnished by it to the other shall be promptly returned.

Participant and Participant Personnel will not bring onto the premises of Fc, nor improperly use or disclose to Fc, any third party’s proprietary information or trade secrets, without such third party’s written consent.

Participant recognizes that Fc has received, and in the future will receive from third parties, including other participants in the Accelerator, confidential or proprietary information subject to a duty on Fc’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Participant agrees that Participant owes Fc and such third parties, during the term of this Agreement and thereafter, a duty to hold all such third party confidential or proprietary information in Participant or Participant Personnel’s possession in the strictest confidence and not to disclose it to any person, firm or corporation or to use it consistent with Fc’s agreement with such third parties. Fc shall require that all participants agree to these same restrictions on disclosure and use of the confidential or proprietary information of all other participants.

“Confidential Information” means any information, technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to a party’s business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance marked as confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Confidential Information does not include information, technical data or know-how that: (i) is in the possession of the recipient at the time of disclosure, as shown by the recipient’s files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of the recipient. Notwithstanding the foregoing, the recipient may disclose Confidential Information with the prior written approval of the discloser or pursuant to the order or requirement of a court, administrative agency or other governmental body.

Either party shall be free to use for any purpose the residuals resulting from access to or work with the other party’s Confidential Information, provided that such party shall maintain the confidentiality of the Confidential Information as provided herein. The term “residuals” means information in non-tangible form, which may be retained in the unaided memory of persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. However, the foregoing shall not be deemed to grant to either party a license under the other party’s copyrights or patents.

Except as expressly set forth in this Agreement, each party retains all right, title and interest (including all intellectual property rights) in and to its respective intellectual property. All rights in and to each party’s respective intellectual property not expressly granted to the other party under this Agreement are reserved by such party and its suppliers. Nothing under this Agreement shall serve as an assignment, transfer, or conveyance of either party’s intellectual property rights except as expressly set forth herein.

As between Participant and Fc, Participant will retain the sole ownership of all trademarks, patents and copyrights owned by Participant. Participant agrees that Fc will be free to use any information, ideas, suggestions and concepts related to Fc’s business, that may be offered or disclosed by Participant to Fc, or anyone else acting on its behalf, including without limitation Mentors and anyone else participating in the Accelerator.

As used in this Agreement, the term “Work Product” means the results of Rapid Review. Fc agrees that any and all Work Product, excluding background materials belonging to Fc prior to the Effective Date, shall be the property of Participant. Without limiting the foregoing, Participant also understands that Fc is actively engaged in activities, investments, technology exploitation and research and development efforts (“Business Activities”), and that any information, ideas, suggestions and concepts disclosed to a Fc employee or representative, or anyone else acting on its behalf, may include, without limitation, descriptions of ideas, works in progress and projects in development that may be similar to or coincident with such Business Activities. Participant further understands that such Business Activities may have originated with Fc’s employees or representatives or others and may duplicate, parallel or resemble portions of the information, ideas, suggestions and concepts disclosed to Fc or its employees or representatives or anyone else acting on its behalf. Participant agrees that this Agreement will in no way limit, restrict or preclude Fc or anyone acting on its behalf from pursuing any of its present or future Business Activities or interests, either alone or in conjunction with others, or from entering into any agreement or transaction of any kind with any other person, regardless of whether the subject matter of any such agreement or transaction involves elements similar to or coincident with the information, ideas, suggestions, and concepts exchanged or disclosed in connection with Fc.

Fc is not making, and disclaims, any and all express or implied warranties with respect to the Accelerator and the Rapid Review, including, without limitation, warranties of merchantability and fitness for a particular purpose, and any warranties arising from a course of dealing, usage, or trade practice. Participant waives and releases any and all claims against Fc with respect to Rapid Review and any services provided (or not provided) by Fc pursuant to this Agreement and/or any claim against Fc or any of its employees, consultants or agents based on negligent referral to, or negligent hiring or engagement of, Fc employees (collectively, the “Participant Released Claims”). The Participant Released Claims specifically include any and all claims, demands, obligations and/or causes of action for compensatory and/or exemplary damages and/or other relief whether or not now known or suspected to exist and whether or not specifically or particularly described herein. Participant, on its own behalf and on behalf of its shareholders, directors, officers, employees and agents, hereby expressly waives all rights any of them may have, or may hereafter claim to have, that any of the Participant Released Claims has, through ignorance, oversight or error, been omitted from the terms of this Agreement, and further expressly waive all rights they, or any of them, may have or may claim to have under the provisions of California Civil Code Section 1542, or equivalent law of any jurisdiction, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Participant represents that Participant’s compliance with the terms of this Agreement and participation in the Accelerator will not violate any duty which Participant may have to any other person or entity (such as a present or former employer), and Participant agrees that Participant will not do anything in the course of its participation in the Accelerator that would violate any such duty.

To the maximum extent permitted by law, (I) IN NO EVENT SHALL Fc BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, OR THE BASIS OF THE CLAIM OR WHETHER OR NOT FC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) IN NO EVENT SHALL FC’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF THE FEES and consideration provided TO FC DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD OR ONE HUNDRED UNITED STATES DOLLARS ($100). The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.

Participant agrees and acknowledges that its rights and remedies under this Agreement and in connection with Fc will be limited to an action at law for monetary damages; and accordingly, Participant will not be entitled to seek specific performance, an injunction or other equitable relief. Fc will not be liable under this Agreement for any lost revenue, lost profits, replacement goods, incidental, punitive, indirect or consequential damages, or for loss of data, or interruption of business, whether under theory of contract, tort, strict liability or otherwise.

All notices consents, claims, demands, and waivers required or permitted hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email specifically identifying this Agreement and the notice being given (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. For the avoidance of doubt, each party consents to receive communications from the other party in an electronic form, to transact business electronically, and to provide signatures by electronic means, and agrees that all terms and conditions, agreements, notices, disclosures, other communications, and signatures that a party receives electronically pursuant to this Agreement satisfy any legal requirement that such items would satisfy if it were to be in writing.

Any term of this Agreement may be amended or waived only with the written consent of the parties. If any term or provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The parties undertake to replace any inoperative provision by a provision that approximates legally and commercially as close as possible to the original provision. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without giving effect to the principles of conflict of laws. Any dispute between Participant and Fc arising out of, or in connection with, this Agreement that cannot be amicably resolved through good faith negotiations will be submitted to the Superior Court in and for the County of New York, State of New York (or if the Superior Court does not have jurisdiction over the subject matter, then to such other court sitting in said county and having subject matter jurisdiction) for trial and determination by the court. Participant and Fc hereby consent to the exclusive jurisdiction of that court and to the service of process by mail outside the State of New York in accordance with the requirements of that court in any matter so to be submitted to it. Participant shall not be entitled to assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder in whole or in part, whether by change of control, operation of law, or otherwise. Fc may freely assign this Agreement, or any of its rights or obligations under this Agreement to any third party without Participant’s consent. Participant agrees and acknowledges that it has had the opportunity to be represented by counsel of its choice and to have this Agreement reviewed by counsel of its choice. Participant agrees that in interpreting this Agreement, no weight will be placed upon which party or its counsel drafted the provision being interpreted. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. This Agreement, including any exhibits hereto, constitute the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.