Community Leader Agreement
This Community Leader Agreement (“Agreement”) between you, an individual (“you”, “your”), and TS Startup LLC (“Techstars” “we” “us” “our”) is effective as of the date you click “I Accept” below (“Effective Date”).
1. Program Platform and License. Over the course of facilitating thousands of community programs worldwide, we have developed (i) business methods, content, and related materials for operating and promoting startup related programs, and (ii) a globally-recognized and respected brand (collectively, the “Program Platform”). This Agreement grants you the right to use the Program Platform to establish and run the specific Techstars program during the specified time period that was approved in your Techstars application (the/your “Program”). You may involve those individuals you deem necessary to run the most effective Program (collectively, your “Team” or “Team Members”), provided that you will be solely responsible for your Team, including Team Members’ compliance with this Agreement and applicable law. You may use the Program Platform solely as necessary to run the Program, and you agree not to offer, sell, disclose or otherwise use the Program Platform, or any individual portion of it, for any other purpose.
2. Relationship. Nothing in the relationship and nothing in this Agreement may be construed to create a partnership, joint venture, franchisee, or employer-employee relationship. You are not expected to provide, and will not be providing, services to us. As such, you are not entitled to compensation from Techstars, and will not be eligible for and will not receive any compensation or benefits from Techstars. You agree to accept exclusive liability for complying with all applicable laws related to this Agreement and your Program, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions. We will not obtain workers’ compensation insurance on behalf of you or your Team.
3. Expectations and Communication. As a community leader, you agree to exercise the highest degree of professionalism and use your best efforts, expertise and creative talents when running the Program. You also agree to keep Techstars, community members, attendees, sponsors and press reasonably informed in a timely manner and to be responsive to inquiries and reasonable information requests. Techstars welcomes all individuals regardless of race, gender, religion, and sexual orientation. Aside from being a core belief at Techstars, we know from experience that diverse and inclusive startups and communities are more successful. We expect all Community Leaders to represent this appropriately and ensure everyone is welcome.
4. Branding Guidelines and Playbook. You may use the trademarks, service marks and related trade names of Techstars (the “Marks”) in connection with the Program so long as you comply with the branding use guidelines we provide to you, as may be amended from time to time. Techstars will also provide you with a playbook containing policies and procedures which we have found effective and which are for your recommended use in connection with the Program (“Playbook”). The Playbook can be found in the organizer guide website for your program-type. You acknowledge and agree that how you run the Program impacts Techstars’ brand. Accordingly, you agree not to run the Program in a manner, nor engage, participate or otherwise become involved in any activity or course of action, that diminishes and/or tarnishes Techstars’ image and/or reputation, and that Techstars may terminate this Agreement immediately if you do so.
6. Term and Termination. Your rights will last through the date of the final event associated with your Program as approved by Techstars, and thereafter solely as necessary to close any related financial or accounting activities, but in no case longer than sixty (60) days after the final event. Particularly with events, dates may change, and the term will include any date changes explicitly approved by your primary contact at Techstars. Either party may terminate this Agreement, with or without cause, at any time upon fifteen (15) days’ prior notice to the other party. Upon termination, or at any time we request, you will immediately deliver all property belonging to Techstars, including all work product then in progress and all Techstars materials in your possession. Sections 2 and sections 5 through 14 will survive any termination or expiration of this Agreement.
7. Intellectual Property. You acknowledge that the Marks are owned solely and exclusively by Techstars and agree that, except as set forth herein, you have no rights, title or interest in or to the Marks and that all use of the Marks by you shall inure to the benefit of Techstars. You represent and warrant that your application materials and any other materials you create and/or provide to us from time to time related to the Program, including without limitation any video recordings of Program events or modifications or additions to the Program Platform (“Program Materials”) do not (a) infringe any common law, contractual or statutory rights of any person, firm or corporation, including but not limited to copyright rights, trademark rights, trade secret rights, rights of privacy, and rights of publicity; or (b) contain matter which is or might be defamatory or which depicts any person, firm or corporation in a false light. You also expressly grant Techstars a perpetual, world-wide, irrevocable, unrestricted, non-exclusive, royalty-free right and license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify and create derivative works from any Program Materials, including but not limited to your name, biography, likeness, voice, writings, and videos, for any purpose, commercial, advertising, or otherwise, including for use in advertising and promotional campaigns. (We want to be able to help tell the story of you and the impact you’re having!)
8. Confidentiality. In general, we have no expectation that the information we provide to you will be confidential, but rather that you will discuss and share information about the Program as broadly as possible. We do require that you use any lists of event attendees, sponsors, or mentors you receive from us or other third party service providers only for the purpose of implementing the Program and only as further restricted by such third party providers. If we do need to provide you with information that is confidential, we will mark it as such and you agree not to use or disclose such confidential information for any purpose other than to carry out the intent of this Agreement.
9. Insurance. Many event venues require insurance for programs to be held on their premise. Techstars has a commercial liability insurance policy to provide coverage for supported events with limits of $1 million per incident and $2 million in the aggregate (the “Policy”). Techstars makes no representation or warranty that the Policy will cover any particular claim. Techstars will make the Policy available to you upon request. You are responsible for purchasing any supplemental insurance as you deem necessary.
10. Limitation of Liability. To the extent permitted by applicable law: (a) in no event will Techstars be liable under any legal theory for any special, indirect, consequential, exemplary or incidental damages, however caused, arising out of or relating to this Agreement, even if Techstars has been advised of the possibility of such damages; and (b) in no event will Techstars’ aggregate liability arising out of or relating to this Agreement (regardless of the form of action giving rise to such liability, whether in contract, tort or otherwise) exceed any amounts paid to Techstars pursuant to this Agreement.
11. Indemnification. You agree to indemnify and hold harmless Techstars and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to you and/or your Team Member’s acts or omissions in connection with your use of the Platform or involvement in the Program.
12. Arbitration and Attorney’s Fees. This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado, without giving effect to any conflicts of laws rules that would require the application of the law of a different jurisdiction. If a dispute arises with respect to the subject matter of this Agreement, then both you and Techstars agree that such dispute will be settled by final, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. To the extent permitted by law, any dispute must be arbitrated in the State of Colorado, county of Denver, without giving effect to any conflicts of laws principles that require the application of the law of a different state. You expressly consent to personal jurisdiction and venue in the state of Colorado, county of Denver. In addition to all other remedies or awards arising out of a dispute, the non-prevailing party will pay the prevailing party all costs and expenses, including reasonable attorneys’ fees incurred by the prevailing party in any legal action, arbitration or other proceeding as a result of a dispute. Notwithstanding the foregoing, you acknowledge that your breach of this Agreement may cause Techstars irreparable harm and you hereby agree that Techstars shall be entitled to seek injunctive relief under this Agreement in any court having jurisdiction.
13. DISCLAIMER. TECHSTARS HEREBY DISCLAIMS ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIS AGREEMENT (INCLUDING WITH RESPECT TO THE PROGRAM PLATFORM, PLAYBOOK, AND BACK-END SYSTEMS), INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
14. Miscellaneous. Except as expressly permitted above, you may not assign, sell, transfer, delegate or otherwise dispose of, by operation of law or otherwise, this Agreement or any of your rights or obligations under this Agreement. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. The waiver by either party of a breach of or a default under any provision of this Agreement will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement. This Agreement is the final, complete and exclusive Agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous proposals, discussions, negotiations, understandings, promises, representations, conditions, communications and Agreements, whether written or oral, between the parties with respect to such subject matter and all past courses of dealing or industry custom. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by the parties.