These InnMind Accelerate Terms & Conditions (these “Terms”) contain the terms and conditions that govern your participation in the InnMind Accelerate Program (the “Program”) under the terms of the InnMind Terms or other agreement with us governing your use of our services (the “InnMind Terms”) and are an agreement between InnMind Europe S.L. and its affiliates (“InnMind,” “we,” “us,” or “our”) and you or the company or entity you represent (“you”). These Terms include any additional terms that may apply to specific aspects of the Program. Unless otherwise provided herein, these Terms are subject to the terms of the InnMind Terms and capitalized terms will have the meaning specified in the InnMind Terms, or other agreement with us governing your use of our services. These Terms take effect when you receive an acceptance letter to participate in the Program or when you first receive any Program benefits, whichever is earlier. If you are an individual acting on your own behalf, you represent to us that you are lawfully able to enter into contracts, and if you are entering into these Terms for a company or entity, such as the company you work for, you represent to us that you have legal authority to bind that company or entity.

1. Program

1.1 Joining the Program. To join the Program, you must be or represent a “startup” company, accept the present Terms and submit a complete Program application through https://innmind.com/accelerator/ (the “InnMind Accelerate Site”), and be accepted by InnMind into the Program. Submitting an application through the InnMind Accelerate Site does not constitute admission into the Program, and InnMind may accept or reject any Program application, in its sole discretion. For the avoidance of doubt, participation in this Program does not authorize you to resell or sublicense our services or the services of any third party.

1.3 Third-Party Offers. As part of your participation in the Program, you may have access to offers made available by third parties to members of the Program, which may include discounts on software products or other Third Party Content. If you choose to participate in a third-party offer through the Program, you consent to InnMind’s disclosure of any information you provide to us in connection with the Program, including your name, email address and contact information, to the third party making such offer available. The third party offering or selling Third Party Content will be the seller of record for such Third Party Content, and may specify separate terms and conditions and privacy policies for the use of its Third Party Content. InnMind is not a party to the transaction between you and any third party who makes Third Party Content available to you, and if there are separate terms for the Third Party Content, InnMind will not be a party to those terms. INNMIND IS NOT RESPONSIBLE FOR THIRD PARTY CONTENT AND HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF ITEMS ADVERTISED, THE TRUTH OR ACCURACY OF THIRD PARTY CONTENT OR LISTINGS, OR THE ABILITY OF SELLERS TO OFFER THE THIRD PARTY CONTENT.

1.4 Program Administration. We may from time-to-time send you emails, call you, or otherwise contact you about the Program or InnMind products and services, including information about events and training opportunities, invitations to participate in surveys and research opportunities, promotional offers, and other information supporting your efforts to develop solutions using InnMind services.

1.5 Program Changes. We may change the Program or any aspect of it, including these Terms (as set forth in Section 5) at any time in our sole discretion (with or without prior notice to you), including without limitation, changing any benefits offered under the Program. We may update the InnMind Accelerate Site or send you an email using the email address provided to us in your application for the Program to reflect any changes to the Program. Unless we state otherwise, any changes to the Program will become effective at the time we update the InnMind Accelerate Site with the change, or if we send you an email, as stated in the email message.

1.6 Termination. Either you or we may terminate your participation in the Program at any time, by giving the other party notice of termination. If your participation in the Program is terminated for any reason: (a) all licenses granted by you or us arising from your participation in the Program will terminate; and (b) you will immediately cease use of all Program benefits; and (c) you will no longer identify yourself or hold yourself out as a Program participant.

1.7 Fees. If you get accepted to the Program, the fee to become the Program participant equals to €10,000. You agree to pay such fees upfront before the official start of the Program if you participate in those Program benefits. All fees paid to InnMind in connection with the Program will be non-refundable, including without limitation, if your participation in the Program is terminated for any reason by you or us. In addition, all use of InnMind services beyond the scope or after expiration of any Program benefits, including without limitation all use exceeding the limits of any Program benefits, will be subject to the standard fees applicable to such InnMind services.

2. Publicity and Marketing

We may list your name, website, and other general contact information in a Program directory, in other similar resources, or on our website. You hereby grant us a nonexclusive, worldwide, royalty-free license to use your name, website, general contact information and any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier that you provide to us and any other content that you provide to us in connection with the Program (collectively, “Your Materials”) solely in connection with a Program directory, customer lists, commercial presentations, flyers, brochures, newsletters and similar resources. We may make reasonable changes or alterations to Your Materials. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

3. Disclaimers

THE PROGRAM AND ANY BENEFITS OR OTHER MATERIALS THAT WE MAY OFFER THROUGH THE PROGRAM ARE PROVIDED “AS-IS.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY BENEFITS OR OTHER MATERIALS THAT WE MAY OFFER THROUGH THE PROGRAM. WE ARE NOT AUTHORISED TO, AND ACCORDINGLY WE CANNOT, PROVIDE ANY REGULATED FINANCIAL SERVICE AS PART OF THE PROGRAM IN ANY JURISDICTION, AND NOTHING WE DO SHOULD BE CONSTRUED AS THE PROVISION OF SUCH A SERVICE. IN PARTICULAR, BUT WITHOUT LIMITATION, THIS MEANS THAT WE ARE NOT GENERALLY ABLE TO ARRANGE OR FACILITATE, OR PROVIDE ADVICE TO POTENTIAL INVESTORS IN RELATION TO, INVESTMENT IN, OR FINANCING OF, YOU, OR THE COMPANY OR ENTITY YOU REPRESENT. YOU SHOULD ALWAYS SEEK APPROPRIATE ASSISTANCE FROM DULY LICENSED INDEPENDENT PROFESSIONAL ADVISERS IN RELATION TO ANY SUCH INVESTMENT OR FINANCING.

4. Limitation of Liability

NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE LIABLE TO YOU UNDER THESE TERMS OR IN RELATION TO THE PROGRAM FOR ANY (i) LOSS OF DATA, PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL, (ii) INVESTMENTS, EXPENDITURES OR COMMITMENTS BY YOU RELATED TO THE PROGRAM, OR (iii) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR DAMAGES. WE DO NOT GUARANTEE THE SUCCESS OF ANY ACTIVITY IN RELATION TO YOUR RAISE OF FUNDS, PARTNERSHIPS OR ANY OTHER ACTIVITY COVERED THROUGHOUT THE PROGRAM AND AFTER ITS TERMINATION.

5. Modification

We may modify these Terms at any time by posting a revised version on the InnMind Accelerate Site or sending you an email using the email address provided to us in your application for the Program. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing your participation in the Program after the effective date of any modifications to these Terms, you agree to be bound by the modified Terms. It is your responsibility to check the InnMind Accelerate Site regularly for modifications to these Terms.