Terms & Conditions

The following Terms and Conditions are entered into by and between You (“Client”,”Member”, “Innovation”, “Technology Platform”, “Startup” or “You”) and CalXelerator (“Company”, “we”, or “us”).

Program
CalXelerator agrees to provide you with access to a mentor guided accelerator program entitled, “The CalXelerator 108 day From Create to Great ACCELERATOR” (“Program”) – see link https://calxelerator.com/how-it-works/. As a condition of participating in the Program, you agree to be bound by and to abide by all policies and procedures set out in this Agreement, including those incorporated by reference.

Terms of Use, Privacy Policy, & Disclaimer
The Company’s Terms of Use, Privacy Policy, and Disclaimer are hereby incorporated by reference into this agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to your participation in the Program. In the event of a conflict between any of those policies and this Agreement, this Agreement shall govern.

Nature of The Relationship
Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company, CalXelerator, is agreeing only to provide Client Member(s) and their innovation or startups with access to the Program, which provides education, mentorship assistance and information. The information contained in the Program, including any interactions with the mentors or advisors, is not intended as, and shall not be understood or construed as, professional advice.

Fees
If you application for entry is approved in consideration of Your access to the Program, you agree up front before the program begins irrevocably pay the following fees.

You may choose between a single payment of $15,000 (due immediately) or three monthly payments of $5,000. If You select the payment plan, you must pay the initial payment today and then your selected payment method will be automatically charged one month later or 30 days after first payment for a total payment of $6,000. If You opt for monthly payments, You will remain responsible for those payments. In the event that any payment is not made, the Company shall immediately suspend your access to the Program.

OR

6% seed stage equity non-dilutable.

Note – If innovation platform or startup graduates to either the Cal-X Stars Business Accelerator, Inc. or Cal-Impact Social Good Impact Accelerator than the 6% seed stage equity is transferred to them with another 3% added on entry. An added compensation right provided to the graduate accelerators is the pre-emptive right for them to purchase up to 20% equity right up to exit. If you opt for cash pay through the CalXelerator program you still provide 9% equity to the graduate accelerators upon acceptance into their programs. See Cal-X Stars Accelerator Agreement Full Terms for more information (link available upon request). Cal-X Stars and Cal-Impact agree to provide at least $100,000 in capital support to your developments directly or indirectly during your full acceleration support period which is through first in human studies for biotech and medtech innovations and though full commercial launch for social good impact innovations.

Note – Only a small portion of CalXelerator graduates are accepted into the longer duration accelerators.

Payment Plan Authorization
If You elect the payment plan, You hereby authorize the Company to charge your credit card, debit card or Paypal automatically according to the terms set forth in the Fees section above.

If you opt for equity payment you will provide proof of equity grant via a stock certificate via either paper or electronic means. Electronic cap table management software statement is preferred.

No Refunds
All sales are final, and the Company does not offer any money-back guarantees. You recognize and agree that You shall not be entitled to a refund for any purchase under any circumstances.

YOU are taking full responsibility for YOUR own success and therefore YOU will not request a refund

The Program
As part of the Program, CalXelerator shall provide the following to Client – mentorship guidance in these development steps – https://calxelerator.com/how-it-works/.

Note – The order of the steps may vary depending on availability of essential help and even the content of some of the steps may vary depending on the type of innovation or startup and their individual needs.

Access To Program Services – CalXelerator shall provide access on average at least one mentoring session with one advisor every week (sometimes twice in one week if one week is missed) for 15 weeks minimum. It will provide mentorship replies to emails of about 3 per week for 15 weeks. It will also provide introductions, usually by email, to key service providers and speciality consultants to help startup or innovation advance through program such as web site development, animation, live video, newsletter, blog, slide deck program, legal counsel, regulatory counsel, patent counsel, accounting help, HR help.

Access To Private Mentorship Advisors – CalXelerator shall provide you an email address for You to have access to 15 weeks of mentorship support as a member of the Program. Access and agreement to all these Terms and Conditions starts the day your startup or innovation is posted on the portfolio section of the CalXelerator web site and when confirmation of your payment in cash or shares is confirmed, is when this agreement becomes fully effective.

It is up to Member participants to contact advisors and schedule and arrange mentoring or Q&A Sessions by reaching out with a request by email. If you do not reach out on a weekly basis scheduling will not occur and you will have missed the opportunity for mentorship for that week.

CalXelerator provides multiple forums (such as Zoom, Go To Meeting, Free ConferenceCall.com) with introductions for You to connect with other Program portfolio participants and to also seek their peer guidance and support – there is no guarantee or obligation for them to participate but the practice is that they usually do and seems to be a highly valued part of of our program. Members of CalXelerator will often interact with Program participants in this peer group, but the CalXelerator does not make any guarantees about participation by any of its employee, founders, or members in the Group. You are required to abide by any and all rules posted in that Group. If you fail to abide by those rules, you will forfeit your right to participate in that Group. In the event you lose your right to participate in the Group as a result of rules violation, you shall not receive a refund.

Q&A Sessions – As a member of the Program, you will have access to weekly question and answer sessions via email, in-person, audio of video conference calls. You are guaranteed access to a total of 7 such sessions that start when this agreement becomes effective. CalXelerator shall provide you with details about how to participate in these question and answer sessions.

Ownership Of All Intellectual Property
All content included as part of the Program, such as text, graphics, logos, images, as well as the compilation thereof, and any software used in the Program, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights.

CalXelerator name, logo, company slogans, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans in the Program are the trademarks of their respective owners.

Your participation in the Program does not result in a transfer of any intellectual property to You, and, as a condition of participation in the Program, You agree to observe and abide by all copyright and other intellectual property protection.

You are granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Program content and resources. You hereby agree that You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Program.

The Company content is not for resale. Your participation in the Program does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your individual use, and will make no other use of the content without the express written permission of the Company and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized herein.

You hereby agree that any infringement of the Company’s intellectual property shall result in an immediate termination of the license granted hereunder. To be clear, if you violate the Company’s intellectual property rights, your access to the Program will be terminated immediately, and you shall not be entitled to a refund of any portion of the fees.

Confidentiality
The Company respects the privacy of its clients and will not disclose any information You provide except as set forth in this Agreement. As a condition of participating in the Program, you hereby agree to respect the privacy of other Program participants and to respect the Company’s confidential information.

Specifically, you shall not share any information provided by other Program participants outside of the bounds of the Program unless you receive express written permission from such other participant to share the information. Similarly, the content of the Program contains the Company’s proprietary methods, processes, forms, templates, and other information. You hereby agree not to share the information provided to You in the Program with anyone other than the Company, it’s owners and employees, and other Program participants.

Personal Responsibility
By participating in the Program, you accept personal responsibility for the results of your actions. You agree that the Company has not made any guarantees about the results of taking any action, whether recommended in the Program or not. CalXelerator provides mentoring, educational and informational resources that are intended to help participants in the Program succeed. You nevertheless recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Company.

You also recognize that prior results do not guarantee a similar outcome. Thus, the results obtained by others – whether clients of the Company or otherwise – applying the principles included in the Program are no guarantee that you or any other person or entity will be able to obtain similar results.

You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available in the Program. You agree to use judgment and conduct due diligence before taking any actions or implementing any plans or policy suggested or recommended in the Program.

Materials Provided By You During The Program
The Company does not claim ownership of the information or materials You may provide during the Program (including feedback and suggestions) or post, upload, input, or submit to any Website or our associated services (collectively “Submissions”).

However, by posting, uploading, inputting, providing, or submitting your Submission you are granting the Company, our affiliated companies, and necessary sub-licensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and to publish your name in connection with your Submission.

In other words, the Company has the right to include your Submissions – including any audio or video recordings of You participating in any sessions as part of the Program – in the Program and other marketing material going forward.

No compensation will be paid with respect to the use of your Submission, as provided herein. The Company is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in the Company’s sole discretion.

By posting, uploading, inputting, providing, or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input, or submit the Submissions.

No Warranties
The Company makes no warranties regarding the performance or operation of the Program, including any technological aspects of the program. The Company further makes no representations or warranties of any kind, express or implied, as to the information, contents, materials, documents, programs, products, books, or services included in or through the Program. To the fullest extent permissible under the law, the Company disclaims all warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

Limitation of Liability
You agree to absolve and do hereby absolve the Company of any and all liability or loss that you or any person or entity associated with you may suffer or incur as a result of use of the Program and/or any information and resources contained in the Program. You agree that the Company shall not be liable to you for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of the Program.

The information, software, products, and service included or available through the Program may include inaccuracies or typographical errors. Changes are periodically added to the information in the Program. The Company and/or its suppliers may make improvements and/or changes in the Program at any time.

CalXelerator and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained in the Program for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. The Company and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by applicable law, in no event shall the Company and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits arising out of or in any way connected with the use or performance of the Program, with the delay or inability to use the Program or related service, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Program, or otherwise arising out of the use of the Program, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Company or any of its suppliers has been advised of the possibility of damages. Because some States or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to You. If you are dissatisfied with the Program or any portion of it, your sole and exclusive remedy is to discontinue using the Program.
Arbitration

You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to the Program.
To the extent that you attempt to assert any such claim, you hereby expressly agree to present such claim only through binding arbitration to occur Santa Monica or Irvine, California. You further agree to and do hereby waive any right to class arbitration and agree, instead, to conduct an arbitration related solely to any individual claims you and/or any entity related to you asserts against the Company. To the fullest extent permissible by law, you further agree that you shall be responsible for all costs associated with initiating the arbitration and for the administration of the arbitration.

Indemnification
You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and third parties for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Program and related services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

Termination And Access Restriction
The Company reserves the right, in its sole discretion, to terminate your access to the Program and the related services or any portion thereof at any time, if You become disruptive to the Company or other Program participants, if You fail to follow the Program guidelines, or if You otherwise violate this Agreement. You shall not be entitled to a refund of any portion of the fees and shall not be excused from any remaining payments under a payment plan in the event of such termination.

Entire Agreement​
This Agreement, along with the Company’s Terms of Use, Privacy Policy, and Disclaimer, constitutes the entire agreement between You and the Company with respect to the Program, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You and the Company with respect to the Program. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Severability
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any 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.

Waiver
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Force Majeure
The Company shall not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Effective Date
This Agreement shall commence and be enforceable with respect to each Program participant upon the date that the participant initially accepted into the program after application submission and registration for the Program and the innovation or startup is listed on the CalXelerator portfolio page and proof of participation payment in cash or shares equity has been provided. The 15.5 weeks (108 days) of the program will begin the day that the participant agrees to start the program.