This Global Startup Studio Network Agreement (this “Agreement”) dated as of ENTER DATE (“Effective Date”), is entered into by and between Global Accelerator Network, LLC, dba Global Startup Studio Network (“GSSN”) a Delaware limited liability company, dba Global Startup Studio Network (GSSN) located at 1900 Grant St, Suite 510, Denver, CO and ENTER STUDIO located at ENTER ADDRESS OF STUDIO (“Network Member”).
WHEREAS, Network Member operates a studio described in more detail in Exhibit B (“Network Member Studio”) in which companies created by Network Member (“Studio Participant”) participate, and GSSN is in the business of providing products and services to select third party studios through its international network of studios, (the “GSSN”);
WHEREAS, Network Member desires to become a member of GSSN in order to access and use certain GSSN products and services in connection with GSSN; and WHEREAS, Network Member has applied for membership in, and GSSN has accepted Network Member for, the GSSN Membership level identified in Exhibit B (“GSSN Studio”) based on Network Member’s meeting the approval of the GSSN Selection Committee.
NOW, THEREFORE, the parties hereto agree as follows:
1) Non-Exclusive License of GSSN Marks. Each Party (the “Granting Party”) hereby grants to the other Party (the “Licensed Party”) a nonexclusive, nontransferable, non-sublicensable, royalty-free license during the Term to use the Granting Party’s Marks in any jurisdiction in which the Granting Party has acquired and/or acquires rights in the Granting Party’s Marks for the sole purpose of identifying and promoting the Granting Party’s business, products, and services in relation to the Network Member’s participation in GSSN Studio, and strictly in accordance with this Agreement. If the Granting Party is GSSN, its “Marks” are identified in Exhibit B. This license does not grant rights to use any trademark of GSSN other than those identified as its Marks herein. If the Granting Party is Network Member, its “Marks” are its name, its primary logos for its business, the name and logo of each of its Network Member Studio Participants, and associated designs and logos as specified or approved in writing by Network Member in its discretion from time to time. Each Party represents and warrants that it owns or otherwise has sufficient rights to its Marks, to the extent the Parties have obtained rights in a given jurisdiction, to grant the rights granted in this Agreement, and its Marks do not infringe any intellectual property rights of any third party. All of the benefit and goodwill associated with the Licensed Party’s use of the Granting Party’s Marks will inure entirely to the Granting Party. The Licensed Party’s use of the Granting Party’s Marks will strictly comply with the Granting Party’s reasonable written trademark usage policies communicated to the Licensed Party from time to time, including the use of proper notices and legends (see, e.g., Exhibit A). The Licensed Party will obtain the Granting Party’s prior written approval of all uses of the Granting Party’s Marks, which approval may be granted or withheld in the Granting Party’s discretion. During the Term, the Licensed Party will reasonably cooperate with the Granting Party in facilitating the Granting Party’s monitoring and control of the nature and quality of the materials, products, and services bearing the Granting Party’s Marks, and will supply the Granting Party with specimens of the Licensed Party’s use of the Granting Party’s Marks upon request. If the Granting Party notifies the Licensed Party that the Licensed Party’s use of the Granting Party’s Marks is not in compliance with the Granting Party’s trademark policies or is otherwise in breach of this Agreement, then the Licensed Party will promptly take such reasonable corrective action as directed by the Granting Party.
2) Network Member Responsibilities and Benefits.
a) GSSN Studio Benefits. Following are a list of benefits Network Member will receive so long as it complies with its responsibilities. Any obligations of GSSN to provide a service or benefit described in this Section 2 are the “GSSN Benefits.” All of the GSSN Benefits are subject to the terms and conditions described in Exhibit B.
i) Member Summits. GSSN may arrange one or more annual “Member Summits” to facilitate exchange and transfer of ideas and best practices among GSSN Members, where “GSSN Members” are those studios that GSSN has selected to participate in the GSSN including Network Member. Network Member will be invited to Member Conferences. The Member Conferences will be held at a location selected by the GSSN. Two full-time employees of Network Member (“Eligible Participants”) will be invited to attend Member Summits. The registration cost required to attend the Member Summit will be communicated by GSSN to Network Member in connection with the applicable Member Conference. All expenses of Network Member and its personnel incident to attendance at any Member Conference, including travel, lodging, meals, transportation and other incidental expenses, shall be borne by Network Member.
ii) Other Meetings. GSSN may arrange and/or help facilitate other meetings for the management of GSSN Members. All expenses of Network Member and its Eligible Participants incident to attend at any other meeting, including travel, lodging, meals, transportation and other incidental expenses, shall be borne by Network Member or the Eligible Participant unless otherwise noted.
iii) Member Calls. GSSN will, at its own discretion, provide regular conference calls for GSSN Members to communicate and share practices with one another.
iv) Newsletter Communication. GSSN will, at its own discretion, provide newsletters to GSSN Members to notify of events, member announcements and offerings.
v) Premium Consulting. Subject to prior approval of GSSN, Network Member may select to receive consulting from one of GSSN’s representatives via telephone or a visit to a GSSN office.
vi) Press Release. GSSN and Network Member may create one (1) press release announcing the affiliation in the Network in accordance with the terms of Network Member’s membership level (Exhibit B). The wording and format of the press release must be mutually agreed upon by GSSN and Network Member before its release.
vii) GSSN Promotion of Network Member. Network Member will be listed as a member on the then-current GSSN web page in accordance with the terms of Network Member’s membership level (Exhibit B). GSSN will use, at its sole discretion, commercially reasonable efforts to promote Network Member.
viii) Social Media Platforms. GSSN manages multiple social media platforms, including Twitter, Facebook, LinkedIn and Medium, to promote GSSN Members’ operations and their entrepreneurs, ideas, investors and management teams. GSSN may request that Network Member provide content to be publicized across GSSN’s social media platforms. GSSN may, at its own discretion, highlight Network Member’s newsworthy events on its social media platforms.
ix) Studio World Leadership. GSSN serves as a united voice for the studio industry. GSSN, at its discretion, promotes members and their events through media outlets, speaking engagements, lobbying efforts and informal communication.
x) Studio Industry Knowledge, Strategic Investor and Corporate Connections and Shared Practices. GSSN may offer resources and facilitate communication among members to deliver studio industry resources, which may include playbooks, best practices, webinars, content, recordings of calls, connecting companies and investors, form document templates, data reports, directories and other resources.
b) Network Member Obligations.
i) Network Member Marks; Network Member Studio Participant Marks
(1) Promptly after the Effective Date, Network Member will make its Marks available for use by GSSN, and, if approved by GSSN, other GSSN Members, in each case for the purpose of publicizing and strengthening the brand of GSSN.
(2) No later than the completion of each session of the Network Member Studio, Network Member will cause each Studio Participant to make its brand and logos available for use by GSSN, and, if approved by GSSN, other GSSN Members, in each case for the purpose of publicizing and strengthening the brand of GSSN.
(3) Without the written approval of GSSN, Network Member will not publish or use the brand or logo of any other GSSN Member or its Studio Participants. If GSSN approves such use or publishing, Network Member may only use or publish any such brand or logo (a) for the purpose of publicizing and strengthening the brand of GSSN and (b) according to such conditions, restrictions or guidelines as GSSN may provide to Network Member from time to time. Upon the request of GSSN, Network Member will immediately cease using or publishing any such brand or logo.
ii) Calendar. Network Member shall make available to GSSN and GSSN Members a calendar of Network Member events using Google Calendar or such other method as may be mutually agreed upon by Network Member and GSSN.
iii) Network Member Studio Funding. Prior to extending to any potential Studio Participant an offer to participate in any Network Member Studio, Network Member must have received and set apart funds sufficient to fund such Network Member Studio for its full duration, including all amounts payable from time to time to the Studio Participants.
iv) Data Reporting. Network Member shall provide responses to annual surveys requesting startup and studio data. Data survey responses shall be completed by network member in a timely manner and represent accurate and complete responses to the best of network members ability. Studio or startup specific data provided by network member to GSSN will not be shared publicly without prior written permission from network member, but may be represented as part of an aggregate or industry average to other GSSN members or to the public in the form of reports, infographics, press releases, news articles, or other mediums.
v) GSSN Events. Network member shall send a representative to attend one in-person event per year. Alternatively, Network Member may elect to host an event. Hosting an event may entail providing an event venue and limited food and beverage free of charge for GSSN.
vi) Studio Membership Referral. Network Member shall provide a minimum of one referral to a studio who would be a likely fit for GSSN membership. Referrals will be made by way of personal introduction to a decision maker at referred studio.
vii) Studio Shared Practices. Network Member may be asked to present studio or industry practices during one or more in person or virtual events each year.
viii) GSSN Marks. Promptly after Effective Date, Network Member will display GSSN Marks on their website footer and newsletter footer. GSSN Marks and any language used to describe GSSN shall be approved by GSSN in writing prior to publishing.
c) Criteria. GSSN may change the Criteria in Exhibit B at any time, in its sole discretion, upon 30 days’ prior written notice to Network Member.
3) Fees and Billing.
a) Fees. Network Member shall pay all fees, if any, (the “Fees”) set forth in Exhibit B. Additional fees shall apply for incremental increases in services, training services or consulting services provided by GSSN at Network Member’s request. Fees for the Services may incrementally increase each year during the Term. Annual increase is 3% from prior year’s fee.
b) Billing and Payment Terms. Unless otherwise indicated in Exhibit B, GSSN shall invoice Network Member annually for all Fees, and Network Member will pay all Fees due upon the date of invoice. All payments must be made in U.S. dollars unless otherwise stated in the invoice. Late payments hereunder will accrue interest at a rate of 1 ½% per month, or the highest rate allowed by applicable law, whichever is lower. Except as otherwise expressly set forth in the Agreement, all fees are non-cancellable and non-refundable.
4) Confidential Information.
a) Confidential Information. Each party (the “Recipient”) acknowledges that it will have access to certain confidential information of the other party (the “Disclosing Party”) concerning the Disclosing Party’s Confidential Information. “Confidential Information” means a party’s business, plans, technology, and products, including the terms and conditions of this Agreement and other information that is identified as confidential, and any information that the Recipient knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party. The Confidential Information of GSSN includes, without limitation, the names and contact information of the GSSN Members’ mentors, the legal forms provided by GSSN, information received by Network Member in connection with this Agreement regarding other seed studio companies in the GSSN Members studio and information provided to Network Member through GSSN intranet or Wiki and the terms and conditions of this Agreement. Recipient will maintain the confidentiality of the Disclosing Party’s Confidential Information. The Recipient will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Recipient who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Recipient’s duty under this paragraph. The Recipient will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
b) Exceptions.
i) Information will not be deemed Confidential Information if such information: (i) is known to the Recipient prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party as demonstrated by written documentation; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Recipient directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party as demonstrated by written documentation; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except in whole or in part by the actions the Recipient or its affiliates or representatives (the “Representatives”); or (iv) is independently developed by the receiving party as demonstrated by written documentation.
ii) If the Recipient or any of the Recipient’s Representatives is required by law or governmental regulation or by subpoena or other valid legal process to disclose any of the Disclosing Party’s Confidential Information to any person or entity, then the Recipient may disclose such Confidential Information to the extent required by such regulation, subpoena or other valid legal process as long as Recipient uses reasonable efforts to provide the Disclosing Party with written notice of the required disclosure and the applicable law, regulation or process prior to such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy prior to such disclosure. The Recipient and its Representatives will reasonably cooperate with the Disclosing Party and its Representatives in any attempt by the Disclosing Party to obtain any such protective order or other remedy. In any case, the Recipient and its Representatives will use reasonable efforts to ensure that such Confidential Information is treated confidentially by any person or entity to whom it is disclosed.
1) Terms of Use:
a) GSSN Marks. GSSN Marks to which you are granted a right to use by GSSN are identified in Exhibit B.
b) Network Member Status. Network Member may only refer to itself as “GSSN Member” if it is accepted by GSSN for participation in the GSSN Member tier. Network Member may not represent that it is the same entity as GSSN or any other Network member in GSSN or under common ownership or control with GSSN or any other Network member in GSSN.
c) Non-Primary Marks. Network Member may only use the Marks in conjunction with, and only in support of, and subordinate to, Network Member’s own independent brand, and may never use the Marks independently of Network Member’s own brand.
d) Network Member Marks and Name. Neither Network Member’s independent brand nor its business name will contain the phrase “GSSN.” Network Member may not represent itself as any other Network member in GSSN. Network Member shall not adopt or use any words or marks that are similar to, or are likely to be confused with, the Marks. Network Member will use best efforts to ensure that none of the participating companies in the Network Member Studio or their affiliates use the represent themselves as involved with or as a part of any other Network member in GSSN.
e) Presentation. Network Member’s right to use the Marks includes such GSSN logos, images, and other phrases, that GSSN, in its sole discretion makes available to Network Member.
f) Inspection. Network Member shall permit GSSN to inspect Network Member’s uses of the Marks at all reasonable times for the purpose of ascertaining compliance with this Agreement.
g) Marks Modification. If GSSN, in its sole discretion, decides to modify or discontinue use of the Marks or any part thereof or to adopt or use one or more additional or substituted brands, Network Member shall promptly conform its use of the Marks as directed, in writing, by GSSN. Network Member waives any claim arising from or relating to any such change, modification or substitution of brands.
h) No Impairment. Network Member shall not do or cause any act to be done to impair the exclusive rights, title and interests of GSSN in and to the Marks. Network Member shall not represent that it has any ownership interest in the Marks. Network Member further covenants that it will not contest the ownership of GSSN of the Marks or its validity nor will it do or permit any act or thing to be done in derogation of any of the rights of GSSN in connection with the Marks either during the term of this Agreement or thereafter. Network Member shall not register the Marks with any local, national or international government authority.
i) Defense of Marks. If Network Member learns of any claim, suit or demand against Network Member or the Marks on account of any alleged infringement, unfair competition, or similar matter relating to the Marks, or any unauthorized use of the Marks, Network Member shall promptly notify GSSN, in writing. GSSN may, but is not obligated to, take such action, if any, as GSSN, in its sole discretion, deems necessary or appropriate in connection therewith.
j) Control of Defense. GSSN may defend, compromise or settle any such claim at GSSN’s sole cost and expense, using attorneys of its own choosing. Network Member agrees to cooperate fully with GSSN in connection with the defense of any such claim and hereby irrevocably appoints GSSN to defend or settle all of such claims, demands or suits. Network Member may participate at its own expense in such defense or settlement, but GSSN’s decisions shall be final and binding upon Network Member. Network Member shall not settle or compromise any such claim without the prior written consent of GSSN.
EXHIBIT A – TERMS AND CONDITIONS OF BRAND USE