SERVICES TERMS AND CONDITIONS
IMPORTANT – READ THIS CAREFULLY BEFORE USING OR ACCESSING ANY MORROW SERVICES.
BY AGREEING TO AN ORDER FORM (DEFINED BELOW), CLICKING “I AGREE”, PAYING FOR MORROW SERVICES PURSUANT TO AN ORDER FORM, OR BY OTHERWISE ACCESSING, RECEIVING OR USING MORROW SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.
These Services Terms and Conditions, along with each Order Form (defined below) and any other documents incorporated by reference (collectively, “Agreement”) create an agreement between Global Accelerator Network, LLC, a Colorado limited liability company dba Morrow (“Morrow”) and the entity identified on the Order Form (“Customer”). This Agreement governs Customer’s license to and use of Services (defined below). Customer represents and warrants that the individual entering into this Agreement on behalf of Customer has the authority to bind Customer to this Agreement. This Agreement will become effective on the earlier of the date Customer accepts this Agreement or first uses or accesses Services (the “Effective Date”).
General. Subject to the terms of this Agreement, Customer hereby engages Morrow, and Morrow hereby agrees, to provide to Customer the services ordered by Customer through Morrow’s online ordering process (“Order Form”), where such services are the “Services.”
- Services. Customer agrees to retain Morrow to perform the Services, and Morrow agrees to perform the Services on the terms and subject to the conditions and assumptions set forth in this Agreement. Customer and Morrow expressly acknowledge and agree that any timelines or schedules in the Order Form or a description of Services shall not be considered firm or fixed performance dates and are only to be regarded as estimated dates. Services are accepted upon delivery. All Order Forms submitted by Customer are non-cancellable.
- Personnel. Morrow is responsible for all employeerelated salary, benefits, and taxes applicable to Morrow personnel performing Services under this Agreement. Morrow may staff the Services in its sole discretion. Morrow may subcontract any of the Services to a third party without Customer’s prior written authorization.
- Customer Assistance. Customer shall provide Morrow with such resources, information, cooperation, and assistance as Morrow may reasonably request in connection with the performance of the Services. Without limiting the generality of the foregoing, in the event the Services are provided on Customer’s premises, Customer shall provide safe and adequate space, power, network connections, and other resources as reasonably requested by Morrow, whether requested during regular business hours or otherwise. Customer acknowledges and agrees that Morrow’s ability to successfully perform the Services in a timely manner is contingent upon its receipt from Customer of the information, resources, and assistance requested. Morrow shall have no liability for deficiencies in the Services or failure to meet any Schedule, resulting from the acts or omissions of Customer, its agents or employees, or performance of the Services in accordance with Customer’s instructions. Customer shall perform any tasks or obligations described in any description of Services provided by Morrow.
- Customer Information. Customer acknowledges and agrees that Morrow may, in performing its obligations pursuant to this Agreement, be dependent upon or use data, material, and other information furnished by Customer without any independent investigation or verification thereof, and that Morrow shall be entitled to rely upon the accuracy and completeness of such information in performing the Services. Morrow, in performing the Services, will be making recommendations and providing advice, but all decisions as to implementing such advice and recommendations shall be made by and shall be the sole responsibility of the Customer, and Morrow shall be entitled to rely on all such decisions of Customer.
- Non-exclusive. Customer recognizes that Morrow personnel providing Services to Customer under this Agreement may perform similar services from time to time for other persons or entities, and this Agreement shall not prevent Morrow from using such personnel (or equipment) for the purpose of performing such similar services for such third parties during or after the term of this Agreement, provided that Morrow complies with its obligations hereunder regarding Customer’s Confidential Information.
Specific Terms and Conditions
Access Membership. If Customer purchased Morrow Access Membership, the terms and conditions of Exhibit A apply.
Events. If Customer purchased tickets to an Event on the Order Form, then Customer has purchased the number of tickets identified in the Order Form to attend the event identified in the Order Form.
- Seats. Customer has purchased the number of seats identified in the Order Form to participate in Morrow’s course identified in the Order Form (“Course”) in accordance with Morrow’s Course rules and guidelines. The Course will be an online, virtual program consisting of the sessions described in the Course rules and guidelines.
- Customer Obligations. Customer shall use best efforts to attend each Course session. Morrow reserves the right to terminate Customer’s participation in a Course if Customer misses more than 25% of the sessions.
Startup Package. If Customer purchased a Startup Package, the terms and conditions of Exhibit B apply.
Certification. If Customer has purchased the certification process, then all of Exhibit B other than subsection (a) applies.
- Forum. Customer has purchased the number of seats identified in the Order Form for Morrow forum identified in the Order Form (“Forum”) in accordance with Morrow’s forum rules and guidelines. Morrow will provide Customer the number of seats at the Forum as identified in the Order Form. The Forum will be an online, virtual program.
- Customer Obligations. Customer shall use best efforts to attend each forum session and actively participate in all activities and prepare for all assignments. Morrow reserves the right to terminate Customer’s participation in a forum if Customer misses more than 25% of the sessions. Customer shall maintain all information it receives in the forum sessions or from other forum participants in confidence and not share any of that information with third parties, and Morrow may terminate your participation in the Forum immediately upon written notice for any breach of this obligation.
- License. Subject to the terms and conditions of this Agreement, Morrow grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to either provide read-only access to the Data Report or download and use internally the Data Report, depending on Morrow’s delivery method. Customer’s usage of the Data Report is restricted to the number of Authorized Users Order Form.
- Restrictions & Obligations. Customer shall not, and shall not permit any Authorized User or third party to, (a) disclose, distribute, release, or use the Data Report in any form, medium or format; (b) disclose, publish, display or distribute the Data Report on or through any website, application or system other than the LMS, or to any third party other than an Authorized User; (c) copy, edit, transform, adapt, abridge, supplement, revise, change or otherwise modify the Data Report; or create any derivative works based on the Data Report (other than for formatting purposes); (d) use the Data Report for commercial purposes, or for any purpose other than for educating Authorized Users; (e) remove any proprietary notices included within the Data Report; (f) use the Data Report in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates applicable law; or (g) use the Data Report in any manner not authorized by this Agreement. Customer shall use reasonable efforts to cooperate with and assist Morrow in preventing, or identifying and immediately ending, any unauthorized receipt, display, redistribution or use of the Data Report by Customer or any other third party. Customer shall promptly notify Morrow of any such unauthorized receipt, use, display or redistribution of the Data Report that becomes known to Customer. Customer shall delete the Data Report upon termination of the Agreement.
- Ownership. Customer acknowledges that the Data Report contains copyrighted and proprietary products, content, works of authorship, and materials. Morrow and Morrow’s licensors solely and exclusively retain all right, title and interest in and to the Data Report, and all intellectual and other proprietary rights therein or thereto (collectively, the “Morrow IP”). Except for the express licenses granted in this Agreement, Customer has no right, title or interest in, and Morrow reserves all rights to, Morrow IP.
If Client has signed the Recruiting Agreement provided (the “Proposal”), effective as of the signature date, they have entered into by and among the company (the “Company”) and Morrow (the “Consultant”). By signing the Proposal, your company (“Client”) has retained Global Accelerator Network, LLC (“Morrow”) to proceed with the requested services, and agrees to the terms and conditions as set forth here:
1. Services. Client has retained Morrow to execute recruiting and/or consulting solutions including but not limited to surfacing, vetting, and delivering qualified candidates to the Client. Terms automatically renew month-to-month unless otherwise directed.
2. Additional Work. Client understands that additional work beyond the scope of this Agreement must be negotiated separately and will require a separate Agreement. Services requested by Client and provided by Morrow that do not fall within the scope of this Agreement will be billed separately at a separate rate.
3. Client Responsibilities. Client understands that Morrow is not an employee, and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy, and consideration are expected. Due to the virtual nature of the relationship, Client understands the importance of communication, especially via email, and agrees to respond to questions, requests, and communications from Morrow and Morrow representatives in a timely manner.
4. Materials + Information. Client will provide all descriptions, criteria, etc., necessary for recruiting services provided by Morrow. Source material must be clear and legible. Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful, and complete information necessary for Morrow to perform or complete the agreed services.
5. Accuracy. Client assumes full responsibility for acceptance of a qualified candidate and any extension of participation in the cohort. Morrow is not responsible for onboarding or coaching unless otherwise contracted.
6. Online payments only via business checking and/or credit card (additional processing fees may apply).
7. Past Due Accounts + Fees: Payments not received by due date will result in an additional 5% fee. Morrow reserves the right to refuse continuation of recruiting services until past due balances are paid.
8. Accuracy of Information. Client agrees that the accuracy of information supplied to Morrow is the sole responsibility of Client, and that Morrow is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete, or untruthful information furnished by Client.
9. Indemnification/Release of Liability. Client shall indemnify, defend and save Morrow harmless from any and all suits, costs, damages or proceedings, including, but not limited to, Morrow’s services, pertaining to any and all litigation in which the Client is a party. Client shall pay all expenses incurred by Morrow but not limited to, all attorneys’ fees, costs, and expenses incurred should Morrow be named a party in any litigation to which Client is a party. Client shall further indemnify and hold harmless Morrow and its agents, officers, and directors from liability for any and all claims, costs, suits, and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of Client, and from liability for injuries suffered by any person relating to the Client. This agreement to indemnify Morrow is not limited to any acts or omissions, statements or representations made by Morrow in the performance and/or nonperformance of Morrow’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against Morrow. All reasonable precautions will be taken to safeguard the property entrusted to Morrow. In the absence of negligence, however, Morrow will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, nor for unauthorized use by others of such property. Morrow will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, plagiarism, etc. Morrow will not be held liable for typographical omissions or errors.
10. Termination. The Contract may be terminated by either party for any reason with 30 days advance written notice of intent to cancel.
11. The terms and conditions of this Agreement may be modified or amended as necessary only by written instrument signed by both parties. By signing the Agreement, You indicate that you understand, agree to and accept the terms and conditions as contained herein.
Morrow Access Platform. Morrow will provision an account for you on Morrow Access Platform. Terms and conditions for access to and use of Morrow Access Platform are subject to the following terms: https://www.mightynetworks.com/terms-of-use.
- Fees. In consideration for performing the Services, Customer will pay Morrow all fees identified in the Order Form(s) (collectively, the “Fees”). Unless expressly set forth to the contrary in this Agreement, all stated Fees are non-cancellable and non-refundable.
- Reimbursable Expenses. Customer will reimburse Morrow for the reasonable travel, lodging, and related out-of-pocket expenses that Morrow may incur in performing the Services (“Reimbursable Expenses”).
- Payment. Customer will pay the Fees and Reimbursable Expenses to Morrow (i) according to the terms set forth in the applicable Order Form, or (ii) if the applicable Order Form is silent about payment terms, Customer will pay all Fees and Reimbursable Expenses within 30 days of Customer’s receipt of an invoice. All payments will be made in U.S. dollars by credit card or wire transfer to Morrow’s designated bank account (or any other means allowed by Morrow). Any payment that is over 30 days late will accrue interest at the rate of 18% per annum, compounded monthly, until paid in full. Notwithstanding any other provision of this Agreement, Morrow may, at its sole election, suspend its provision of Services without liability to Customer until such time as Customer has made all payments then due.
- Taxes. Customer shall be responsible for payment of all applicable sales, use, excise, and other taxes and assessments relating to this Agreement, excluding any taxes based on the net income of Morrow. Customer will pay such taxes or provide Morrow with an applicable certificate of exemption acceptable to the appropriate taxing authorities.
- Term. This Agreement will become effective on the Effective Date, and the earlier of (i) when terminated as allowed in the Agreement or (ii) when Morrow has delivered all Services described in an Order Form.
- Termination. Either party may terminate this Agreement or, if applicable, any individual Order Form, immediately upon written notice to the other party, without judicial or arbitral action and without prejudice to any other remedies it may have, (i) if the other party materially breaches any of its obligations under this Agreement, Order Form, or any description of Services, and fails to remedy such material breach to the notifying party’s satisfaction within 30 days after it demands such cure, (ii) if the other party assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency, bankruptcy, reorganization, or the protection of creditors’ rights, or otherwise ceases to conduct business in the normal course. Morrow may terminate this Agreement or any or all Order Forms for convenience without penalty or liability by delivering Customer at least 30 days’ prior written notice.
Consequences of Expiration or Termination.
- Payment; Delivery of Items. Upon the expiration or termination of this Agreement for any reason, Customer will promptly pay Morrow the Fees and Reimbursable Expenses that may be due and outstanding for the Services that Morrow has performed as of the effective date of expiration or termination. Termination or expiration of any individual Order Form will not affect any other Order Form then-in-effect. Unless otherwise mutually agreed in writing, upon termination of this Agreement, all Order Forms then-in-effect will continue pursuant to its own terms, subject to the terms of this Agreement.
- Survival. The provisions of Sections 4, 6, 7, 8b, 9, 10, 11, and 12 will survive the expiration of this Agreement or its termination for any reason.
- “Morrow Reserved Technology” means any ideas, concepts, know-how, knowledge, techniques, tools, approaches, methodologies, templates, checklists, operating instructions, standardized features, other technology, or any intellectual property rights created, developed, owned, or licensed by Morrow (i) prior to the Effective Date of this Agreement, (ii) during the term of this Agreement but outside the scope of this Agreement and any Order Form, or (iii) during the term of this Agreement that are generally applicable and not Customer-specific. Nothing in this Agreement shall prevent Morrow from creating derivative works based on Morrow Reserved Technology, developing, modifying, using, marketing, distributing, or otherwise commercially exploiting Morrow Reserved Technology in any manner. Morrow reserves all rights not expressly granted to Customer under this Agreement.
- Nothing contained herein shall be construed as limiting Morrow’s rights to commercially use or market in the conduct of Morrow’s general business ideas, concepts, know-how, knowledge, market analysis, frameworks, techniques, tools, approaches, and methodologies or other residual values possessed or known to Morrow or learned or developed during the course of providing the Services, without obligation of any kind to Customer.
- Customer hereby grants to Morrow an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free, fully-transferable, fully-paid, worldwide license under Customer’s intellectual property rights to use, perform, display, reproduce, modify, adapt, distribute, sublicense (including through multiple tiers), prepare derivative works, make, have made, and sell, for any purpose, any Customer-proprietary information, data, information, technology, or intellectual property rights provided to Morrow for completion of the Services to the extent necessary to provide the Services.
- Disclaimer. (I) THE SERVICES AND ANY DELIVERABLES ARE PROVIDED “AS IS”, AND (II) MORROW SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE WARRANTIES CONTAINED IN THIS SECTION ARE SOLELY TO AND FOR THE BENEFIT OF CUSTOMER AND NO OTHER THIRD PARTY.
- No Legal Advice. CUSTOMER AGREES AND ACKNOWLEDGES THAT MORROW IS NOT, IN ANY MANNER, PROVIDING LEGAL SERVICES OR LEGAL ADVICE TO CUSTOMER. FURTHERMORE, CUSTOMER AGREES AND ACKNOWLEDGES THAT MORROW IS NOT AN ADVISOR AS TO LEGAL, COMPLIANCE, REGULATORY, TAX, FINANCIAL, ACCOUNTING, OR BUSINESS MATTERS IN ANY JURISDICTION. NONE OF THE ADVICE, GUIDANCE, OR ANY SERVICES OR DELIVERABLES PROVIDED BY MORROW WILL BE DEEMED LEGAL, COMPLIANCE, REGULATORY, TAX, FINANCIAL, ACCOUNTING, OR BUSINESS ADVICE AND MORROW SHOULD NOT BE USED AS CUSTOMER’S SOURCE FOR MAKING ANY SUCH DECISIONS. MORROW STRONGLY RECOMMENDS THAT CUSTOMER MAKES ALL OF ITS LEGAL, COMPLIANCE, REGULATORY, TAX, FINANCIAL, ACCOUNTING, OR BUSINESS DECISIONS ON THE BASIS OF PROFESSIONAL AND AUTHORIZED ADVICE. CUSTOMER AGREES AND ACKNOWLEDGES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR CONSULTING WITH ITS LEGAL COUNSEL TO ENSURE THAT CUSTOMER COMPLIES WITH ALL APPLICABLE LAWS.
- “Confidential Information” means all information of a party (“Disclosing Party”) disclosed or made available to the other party (“Receiving Party”) that is designated in writing or identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary to the Disclosing Party due to the nature of the information disclosed or the circumstances surrounding its disclosure. The terms and conditions of this Agreement and each Order Form are Confidential Information of Morrow. The Confidential Information of Morrow includes, without limitation, the names and contact information of Morrow Members’ mentors, the legal forms provided by Morrow, information received by Customer in connection with this Agreement regarding other seed accelerator companies in Morrow Members accelerators and information provided to Customer through Morrow intranet or Wiki and the terms and conditions of this Agreement.
- Restrictions. The Receiving Party shall: (i) maintain the confidentiality of the Disclosing Party’s Confidential Information; (ii) not use the Disclosing Party’s Confidential Information for any purpose other than exercising its rights or performing its obligations under this Agreement; (iii) not disclose such Confidential Information to any person or entity, other than to those of its (a) employees who have a “need to know” in order for the Receiving Party to exercise its rights or perform its obligations hereunder or (b) professional advisers, or actual or prospective investors, provided that each such employee, investor, acquirer, and professional adviser is bound by obligations of confidentiality or, in the case of professional advisers, ethical duties, respecting such Confidential Information that are at least as restrictive as the terms of this Section 8, and provided further that the Receiving Party shall be responsible and liable for all actions and omissions of such employees, investors, acquirers, and professional advisers with respect to the subject matter of this Section 8 as if they were those actions and omissions of the Receiving Party; (iv) use at least reasonable measures to protect the confidentiality of such Confidential Information from unauthorized access or disclosure.
- If the Receiving Party is required by applicable law or court order to make any disclosure of such Confidential Information, to the extent permitted by applicable law, it shall first give written notice of such requirement to the Disclosing Party, and then shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in its Confidential Information and shall provide full cooperation to the Disclosing Party in seeking to obtain such protection. Notwithstanding the foregoing, the Receiving Party’s obligations under this Section 8 will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt hereunder; (ii) is or has become public knowledge or publicly available through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed without use of or reference to any Confidential Information of the Disclosing Party by employees or independent contractors of the Receiving Party who had no access to such information.
- The Receiving Party acknowledges that unauthorized disclosure of such Confidential Information could cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity.
- Morrow shall, at its own expense, defend and hold Customer harmless from and against any and all third party claims and related costs, fees (including reasonable attorneys’ fees), damages, liabilities, and expenses arising from property damage, personal injury, or death caused by gross negligence, the willful misconduct or willful omission of any Morrow personnel while performing under this Agreement, or while on Customer’s premises.
- Customer shall, at its own expense, indemnify, defend, and hold Morrow harmless from and against any and all claims, costs, fees (including reasonable attorneys’ fees), damages, liabilities, and expenses to the extent such claim arises out of or relates to Customer’s use of the Services. If Customer provides Morrow with access to computer programs, specifications, content, or other Customer-provided materials (“Customer Materials”), Customer will indemnify, hold harmless, and defend Morrow from and against any and all liabilities incurred by or asserted against Morrow in connection with any third party claim to the extent such liabilities result from the infringement of any third party’s trade secret, trademark, copyright, patent rights, or other intellectual or proprietary rights.
- EXCEPT FOR LIABILITY ARISING FROM A PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY), A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNITY), OR A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, OR ANY LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES, OR REVENUE, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- EXCEPT FOR A PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY), A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNITY), A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, OR CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT WILL (i) EITHER PARTY’S TOTAL, CUMULATIVE LIABILITY RELATED TO OR ARISING OUT OF ANY INDIVIDUAL ORDER FORM, WHETHER IN CONTRACT, NEGLIGENCE, OR TORT, EXCEED THE TOTAL FEES RECEIVED BY MORROW UNDER THAT ORDER FORM DURING THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT OR ACT GIVING RISE TO THE LIABILITY, AND (ii) EITHER PARTY’S TOTAL, CUMULATIVE LIABILITY RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE, OR TORT, EXCEED THE TOTAL FEES RECEIVED BY MORROW UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT OR ACT GIVING RISE TO THE LIABILITY. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS SECTION 10 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
- Relationship of Customer and Morrow. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
- Non-solicit. During the term of this Agreement and for a period of 12 months thereafter, Customer shall not solicit, negotiate with, or offer employment to (whether as an employee, officer, director, partner, consultant, or otherwise), directly or indirectly, Morrow’s current, then-present, or former personnel, with whom Customer has either had contact or been referred to during the term of this Agreement, without first notifying an authorized designee of Morrow of such intent in writing. Due to the scarcity of human resources that possess the skills and experience necessary to perform services on behalf of Morrow, Customer acknowledges that Morrow’s damages and losses resulting from any breach of this Section 11(b) would be extremely difficult to fix in an actual and accurate amount as of the Effective Date. Therefore, it is further agreed that if Customer breaches this Section 11(b) by hiring any Morrow personnel (whether as an employee, officer, director, partner, consultant, or otherwise), Customer will pay a fee equal to one hundred percent (100%) of the projected one-year annualized compensation for each person hired as liquidated damages. This liquidated damages fee shall be payable by Customer immediately upon acceptance of each such hire. The parties intend that such liquidated damages fee constitutes compensation, and not a penalty. Customer’s payment of the liquidated damages fee, in each case, is Customer’s sole liability and entire obligation and Morrow’s exclusive remedy for any breach by Customer of this Section 11(b).
- Cumulative Remedies; Modifications and Waiver. The parties intend that Morrow’s right to liquidated damages as set forth in Section 11(b) is Morrow’s exclusive remedy for each breach by Customer of its obligations set forth in the same Section 11(b). No modification of, or amendment or addition to this Agreement is valid or binding unless set forth in writing and fully executed by both parties hereto. Any waiver of any right or remedy under this Agreement must be in writing and signed by each party. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.
- Assignment. This Agreement and any rights or obligations hereunder may not be assigned, sublicensed, or otherwise transferred by the parties without the prior written consent of the non-assigning party, except that either party may assign or transfer this Agreement (i) to any of its Affiliates, or (b) upon a change of control of such party, a sale of all or substantially all assets of that party, or by operation of law, in each case, by providing the non-assigning party with prior written notice thereof provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement and any Order Forms still in effect.
- Governing Law. This Agreement and any claim, controversy, right, obligation, or dispute arising under or related to this Agreement, the relationship of the parties, or the interpretation and enforcement of the rights, performance obligations, or duties of the parties will be governed by and construed in accordance with the laws of the state of Colorado, USA, without regard to its conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties irrevocably and unconditionally agree to the exclusive jurisdiction of the state courts in Denver County, Colorado, USA and the federal courts in the City of Denver, Colorado, USA. The parties waive any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
- Notices. Any notices under this Agreement will be in writing and sent via certified or registered mail, return receipt requested, or by overnight courier service. Notices will be sent to the addresses set forth below unless otherwise designated by Customer:
If to Morrow:
If to Customer:
- Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable, or will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect.
- Electronic Signatures. This Agreement may be executed in several counterparts each of which when executed will be deemed to be an original, and such counterparts will each constitute one and the same instrument. The parties consent to electronic signatures for the purpose of executing this Agreement by e-mail or other electronic means, subject to compliance with any applicable laws, rules, or regulations. Any such documents that are delivered electronically and accepted are deemed to be “in writing” to the same extent and with the same effect as if this Agreement had been signed manually. In no event will electronic execution expand such assent to include any terms other than those explicitly set forth in this Agreement.
- Force Majeure. Except for Customer’s payment obligations hereunder, neither party to this Agreement will be liable to the other for any failure or delay in performance by circumstances beyond its control, including acts of God, fire, labor difficulties, governmental action, or terrorism, provided that the party seeking to rely on such circumstances gives prompt written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.
- Subcontractors. Morrow may use the services of subcontractors for the provision of any Services; provided, however, Morrow will be responsible for each subcontractor’s performance of Services under this Agreement and for each subcontractor’s compliance with the terms and conditions of this Agreement.
- Publicity. Customer consents to Morrow using Customer’s name and logo in customer lists and on Morrow’s website.
- Entire Agreement; Interpretation. This Agreement consists of this Agreement and all Order Forms referencing this Agreement, all of which are incorporated by this reference, and constitutes the entire agreement and sets forth the entire understanding between the parties hereto with respect to the matters described herein and in the Order Forms, and supersedes all prior agreements and discussions with respect thereto. In the event of an inconsistency between the terms and conditions of this Agreement and a Order Form, the terms of such Order Form will govern, but solely to the extent of the inconsistency. Morrow hereby rejects any different or additional terms of a Customer purchase order or other non-Morrow ordering or similar document, and no terms included in any Customer purchase order or other non-Morrow ordering or similar document will apply to the parties. Headings contained in this Agreement are inserted for convenience of reference only and will not in any way define or affect the meaning or interpretation of any provision of this Agreement. For purposes hereof, the words “include”, “includes”, and “including” mean “include”, “includes”, or “including”, in each case, “without limitation”.
For purposes of this Exhibit A, Customer will be referred to as “Network Member.” Network Member operates an accelerator program described in more detail in the Order Form (“Network Member Program”) in which companies selected by Network Member (“Program Participant”) participate, and Morrow is in the business of providing products and services to select third party accelerators through its international network of accelerators, (the “Global Accelerator Network”);
WHEREAS, Network Member desires to become an Access member of the Global Accelerator Network in order to access and use certain Morrow products and services in connection with the Global Accelerator Network; and
WHEREAS, Network Member has applied for membership in, and Morrow has accepted Network Member for, the Morrow Access Membership (“Morrow Program”) based on Network Member’s meeting the applicable membership criteria for the Morrow Program; and
WHEREAS, the “Membership Term” is the period of time described in the Order Form.
NOW, THEREFORE, the parties hereto agree as follows:
1) Non-Exclusive License of Morrow Marks. Each Party (the “Granting Party”) hereby grants to the other Party (the “Licensed Party”) a nonexclusive, nontransferable, non-sublicenseable, royalty-free license during the Membership 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 Morrow Program, and strictly in accordance with this Agreement. If the Granting Party is Morrow, its “Marks” are identified in Appendix 1 to this Exhibit. This license does not grant rights to use any trademark of Morrow 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 Program 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 Membership 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) Morrow Program Benefits. Following are a list of benefits Network Member will receive so long as it complies with its responsibilities and other membership criteria. Any obligations of Morrow to provide a service or benefit described in this Section 2 are the “Morrow Benefits.” All of the Morrow Benefits are subject to the terms and conditions described in Appendix 2.
- i) Member Conferences. Morrow may arrange one or more annual “Member Conferences” to facilitate exchange and transfer of ideas and best practices among Morrow Members, where “Morrow Members” are those accelerators that Morrow has selected to participate in the Global Accelerator Network, including Network Member. Network Member will be invited to Member Conferences. The Member Conferences will be held at a location selected by the Global Accelerator Network. Two full-time employees of Network Member (“Eligible Participants”) will be invited to attend Member Conferences. The registration cost required to attend the Member Conference will be communicated by Morrow 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. Morrow may arrange and/or help facilitate other meetings for the management of Morrow 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) Web-Based Member Portal/Platform. Morrow offers a web-based portal/platform for Morrow Members to access Morrow member resources and facilitate communication among members and deliver resources in an online format, which may include playbooks, best practices, perks, webinars, content, recordings of calls, access to the Morrow application pool, connecting companies and investors, form document templates, reports, directories and other resources.
- iv) Member Calls. Morrow will, at its own discretion, provide regular conference calls for Morrow Members to communicate and share best practices with one another.
- v) Newsletter Communication. Morrow will, at its own discretion, provide newsletters to Morrow Members to notify of events, member announcements and offerings.
- vi) Premium Consulting. Subject to prior approval of Morrow, Network Member may select to receive consulting (max of two hours per session) from one of Morrow’s representatives via telephone or a visit to a Morrow office.
vii) Press Release. Morrow and Network Member may create one (1) press release announcing the affiliation in the Network. The wording and format of the press release must be mutually agreed upon before its release.
viii) Morrow Promotion of Network Member. Network Member will be listed as a member on the then-current Morrow web page. Morrow will use, at its sole discretion, commercially reasonable efforts to promote Network Member.
- ix) Demo Day Exposure. Morrow will, at its discretion, promote Morrow Members’ demo days both externally and to fellow members of the Global Accelerator Network.
- x) Social Media Platforms. Morrow manages multiple social media platforms, including Twitter, Facebook and a blog, to promote Morrow Members’ operations and their founders, mentors, investors and management teams. Morrow may request that Network Member provide content to be publicized across Morrow’s social media platforms. Morrow may, at its own discretion, highlight Network Member’s newsworthy events (i.e. application closings, demo days) on its social media platforms.
- xi) Accelerator World Leadership. Morrow serves as a united voice for the accelerator industry. Morrow, at its discretion, promotes members and their events through media outlets, speaking engagements, lobbying efforts and informal communication.
xii) Third Party Offers. Network Member may be provided with offers for discounts, upgrades and special products or services through select third party service providers that are specially offered to members of the Global Accelerator Network (“Third Party Offers”). Any Third Party Offers will be provided directly from the third party to Network Member under terms and conditions agreed between the third party and Network Member. Morrow will not be liable or responsible for any aspect of the Third Party Offers, and Morrow disclaims any liability or responsibility for the Third Party Offers, which Network Member assumes all risk for.
- b) Network Member Obligations.
- i) Network Member Marks; Network Member Program Participant Marks.
(1) Promptly after the Network Member’s membership begins, Network Member will make its Marks available for use by Morrow, and, if approved by Morrow, other Morrow Members, in each case for the purpose of publicizing and strengthening the brand of Morrow.
(2) No later than the completion of each session of the Network Member Program, Network Member will cause each Program Participant to make its brand and logos available for use by Morrow, and, if approved by Morrow, other Morrow Members, in each case for the purpose of publicizing and strengthening the brand of Global Accelerator Network.
(3) Without the written approval of Morrow, Network Member will not publish or use the brand or logo of any other Morrow Member or its Program Participants. If Morrow 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 the Global Accelerator Network and (b) according to such conditions, restrictions or guidelines as Morrow may provide to Network Member from time to time. Upon the request of Morrow, Network Member will immediately cease using or publishing any such brand or logo.
- ii) Mentors. At or prior to the beginning of each periodic Network Member Program, Network Member will make available to Morrow the names, biographies, and contact information of mentors participating in the Network Member Program. This information may be made available through Network Member’s website. Morrow may in its discretion share this information with other Morrow Members.
iii) Calendar. Network Member shall make available to Morrow and Morrow Members a calendar of Network Member Program events using Google Calendar or such other method as may be mutually agreed upon by Network Member and Morrow.
- iv) Network Member Seed Accelerator Funding. Prior to extending to any potential Program Participant an offer to participate in any Network Member Program, Network Member must have received and set apart funds sufficient to fund such Network Member Program for its full duration, including all amounts payable from time to time to the Program Participants.
- c) Criteria. Morrow may change the Criteria at any time, in its sole discretion, upon 30 days’ prior written notice to Network Member.
- d) Warranties by Network Member.
- i) Network Member represents and warrants that Network Member’s services, products, materials, data, and information used by Network Member in connection with this Agreement as well as Network Member’s and its affiliates use of Morrow Benefits and Network Member’s conduct of the Network Member Program do not and will not during the Membership Term operate in any manner that would violate any applicable law or regulation or infringe or misappropriate the patent, copyright, trade secret, privacy, publicity, or other rights of any third party. Network Member represents and warrants that it will offer its Network Member Program in accordance with industry standards.
- ii) In the event of any breach, or reasonably anticipated breach, of any of Network Member’s warranties herein, in addition to any other remedies available at law or in equity, Morrow will have the right to immediately, in Morrow’s sole discretion, suspend any or all its obligations hereunder if deemed reasonably necessary by Morrow to prevent any liability for Morrow or terminate this Agreement without further obligation to Network Member.
- e) Disclaimers by Morrow. Morrow BENEFITS AND THE Morrow PROGRAM ARE PROVIDED “AS IS,” AND NETWORK MEMBER’S USE OF Morrow BENEFITS IS AT ITS OWN RISK. Morrow DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
- f) No Resale. The Services are for use by Network Member only, and only for Network Member’s internal business purposes, and not for resale by Network Member.
- g) Public Relations. Morrow may use Network Member’s name and logo in press releases, product brochures and similar marketing materials, financial reports and prospectuses indicating that Network Member is a Morrow Member upon Network Member’s prior approval of each such use of its name and/or logo by Morrow. Such approval shall not be unreasonably withheld or delayed.
- h) Network Member’s Indemnification of Morrow. Network Member agrees to indemnify and defend Morrow and its affiliates, including without limitation, the officers, employees, members, representatives and mentors of Morrow and their affiliates from (A) any and all claims, lawsuits, costs or damages, including all legal fees (“Damages”), that any such party may suffer or incur as a result of the failure of Network Member to abide by the terms of this Agreement, including, without limitation, any claim against Morrow based on Network Member’s breach of any legislation or regulations and (B) any Damages arising out of or relating to the business or affairs of Network Member, the Network Member Program or any Program Participant or any agreement between Network Member and any third party. Morrow will use commercially reasonable efforts to provide Network Member with (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim, but failure to provide such notice, information or assistance will not affect the right of Morrow to indemnity or defense under this Section 7(b). The indemnity provided in this Section 7(b) will not apply to any Damages to the extent they arise out of the gross negligence, willful misconduct or knowing violation of law of the party claiming such indemnity.
- Termination. Morrow may immediately terminate this Agreement upon notice to Network Member if Network Member breaches its obligations under Section 9 of the Agreement (Confidential Information) or if Network Member misuses or makes any unauthorized use of the Marks or any other identifying characteristics of Morrow system, or otherwise materially impairs the goodwill associated therewith or the rights of Morrow therein as determined by Morrow in its good faith discretion.
Appendix 1 to Exhibit A– TERMS AND CONDITIONS OF BRAND USE
- a) Morrow Marks. Morrow Marks to which you are granted a right to use by Global Accelerator Network.
- b) Network Member Status. Network Member may only refer to itself as “Morrow Member” if it is accepted by Morrow for participation in the Morrow Member tier. If Network Member is accepted into the “Launch Member” tier, it must refer to itself as a “Launch Member.” Network Member may not represent that it is the same entity as Global Accelerator Network or any other Network member in Morrow or under common ownership or control with Global Accelerator Network or any other Network member in Morrow.
- 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 “Global Accelerator Network.” Network Member may not represent itself as any other Network member in Morrow. 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 Program or their affiliates use the represent themselves as involved with or as a part of any other Network member in Morrow.
- e) Presentation. Network Member’s right to use the Marks includes such Morrow logos, images, and other phrases, that Morrow, in its sole discretion makes available to Network Member.
- f) Inspection. Network Member shall permit Morrow 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 Morrow, 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 Morrow. 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 Morrow 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 Morrow 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 Morrow in connection with the Marks either during the Membership Term 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 Morrow, in writing. Morrow may, but is not obligated to, take such action, if any, as Morrow, in its sole discretion, deems necessary or appropriate in connection therewith.
j) Control of Defense. Morrow may defend, compromise or settle any such claim at Morrow’s sole cost and expense, using attorneys of its own choosing. Network Member agrees to cooperate fully with Morrow in connection with the defense of any such claim and hereby irrevocably appoints Morrow 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 Morrow’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 Morrow.