Commitment and Participation Agreement

Last updated: July 28, 2021

Please read this Commitment and Participation Agreement before using this site or Our Service.

Interpretation and Definitions

Valid Startup is a content and mentorship program that is designed to help guide startup companies through the process of determining the viability of building a startup and validating its offer with customers, provides advice and guidance regarding various business matters, provides access to software, applications and other resources, and facilitates or recommends other business, consulting and coaching tools and services as they become available from time to time (“Services”).

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of Commitment and Participation Agreement:

Affiliate means an entity that controls, is controlled by or is under common control with a party.

Account means a unique account created for You to access our Service or parts of our Service.

Commitment and Participation Agreement (also referred as "Agreement") mean this Commitment and Participation Agreement that forms the entire agreement between You and the Company regarding the use of the Service.

Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Hopp.vc and its affiliates,  located in San Juan, PR, USA..

Events refers to events and lessons that are a part of the Valid Startup  content and mentorship program organized by Hopp.vc. 

Service refers to the Website and the products and services, including digital courses, subscription programs, and resources, offered herein.

Participant refers to You.

Party refers to You and the Company.

Website refers to Valid Startup, accessible from https://valid.hopp.vc/.

You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

The following document outlines the Commitment and Participation Agreement (“Agreement”) of the Valid Startup program (“Service”). Your access to and use of the Valid Startup modules is conditioned on Your acceptance of and compliance with this Agreement. If You disagree with any part of this Agreement then You may not access the Service.

The first section, “Standards”, provides plain-language statements of the standards You are required and expected to follow. The second section, “ Participation Agreement” provides the comprehensive Agreement.

 

Standards

Confidentiality. You understand that You, and other users , will be sharing confidential business and personal information. You agree to not share this information outside of the  group in which it was shared including with other colleagues or on social media, even if my social media accounts are not public.

Time Commitment. You understand that, to be effective, the program requires a significant time commitment. We suggest  a minimum of 20 solid hours per week on the program. That means, You should block off at least 25 hours to account for distractions and interruptions. 

Conduct. Regardless of whether you are participating in the self-paced program or a cohort,You understand that You can be removed from the program at any time for any reason at the sole discretion of the Company. If You are removed from the program, You will no longer have access to any of the program materials or workbooks. For example:

  • Hate, intolerance, lack of acceptance and disrespect of any member will not be tolerated, especially when it is deemed that such behavior was due to racial, gender, sexual, religious or other discriminatory reasons.
  • If complaints are filed against me for any form of verbal abuse, harassment, assault or unwanted advances, You will be removed.

Success. You understand that Company is providing this program as a way to support the community and help aspiring entrepreneurs. It is based on experience, research and opinions. You understand that there are many ways to start a company, and this is just one. Because every person, market and opportunity brings a different combination of factors, Company cannot guarantee success in launching a company. In fact, a primary goal of the program is to make sure You don't launch a company that does not have a solid market (ie, paying customers); therefore, it is very possible that You may fail to launch a company during this program.

Participation Agreement

  1. Obligations and License Grant

1.1. All of Your officers, employees, consultants or agents, while attending the Events, shall comply with the standards of conduct and participation delineated in the Commitment.

1.2. Company reserves the right to exclude You from any Events or Services if You breach any provision of this Agreement.

1.3. Personal information shall remain confidential; however, You hereby grant Company a non-exclusive, perpetual, license to use Your logos, marks and trademarks (“Participant Materials” or “Your Materials) to create documentation, promotional material, pitches to sponsors, and any other promotional materials, including but not limited to the web and social media. Company shall have the right to photograph and record video and/or audio of You or Your employees attending the Events and make commercial use of such photographs and recordings. 

1.4. Company hereby grants You a non exclusive, non transferable license to use tools, assets, software, and other Company resources for the sole purpose of attending and completing the Events and Services in Valid Startup, and is not allowed to make copies or derivative works of any kind for any reason.

 

  1. Acknowledgements, Representations and Warranties

 

2.1 You represent, warrant and covenant that the Your Materials, and Your receipt and use by Company will not infringe upon, misappropriate or violate any patent, copyright, trademark (and any goodwill associated therewith), trade secret, moral rights or other proprietary right of any third party.

 

2.2. You acknowledge that Company has not made and is not making any representations, warranties, promises, or guarantees of any kind about Your success, including, without limitation, representations about Your sales or profits or public awareness of You. You have made Your own independent business evaluation in deciding to enter into this Agreement and engage in business. Events and Services are provided “AS IS” and without warranty of any kind, and You will bear the entire risk of satisfactory quality, performance, and accuracy and effort.

2.3. You are and will be an independent enterprise. Nothing in this Agreement creates an employment, partnership, joint venture, fiduciary, or similar relationship between You and Company for any purpose. Neither You nor Your associates will be entitled to or eligible for any benefits that Company makes available to its employees, including, without limitation, coverage under any Company medical, dental, liability, automobile or other insurance policies. 

2.4. You acknowledge that material or tools in Events and Services may include affiliate links, sponsored content and promotions for which Company may receive compensation. Usage of said materials, tools, Events, and Services, as well as Your participation in Valid Startup programs, is voluntary.

 

  1. Indemnification. You will indemnify and hold harmless Company and its affiliates, and its respective employees, agents, representatives, successors and assigns against all costs, damages and liabilities (including reasonable attorneys’ fees and costs) associated with any third party claim, related to or arising as a result of this Agreement.

 

  1. Confidentiality

4.1. “Confidential Information” means the terms and conditions of this Agreement and any information conveyed to You, orally or in writing, by Company, pursuant hereto, but shall not include information which becomes generally available to the public through no act or omission by You. Confidential Information also includes, but is not limited to, Valid Startup content, modules, online software, digital or physical workbooks, demonstration videos, and other tools delivered or facilitated as part of the Events and Services of Valid Startup programs. You acknowledge the confidential and proprietary nature of the Confidential Information and agrees that it shall not discuss, reveal, or disclose the Confidential Information to any other person or entity, or use any Confidential Information for any purpose other than as contemplated hereby, in each case, without the prior written consent of Company. You agree to use best efforts (and in no event less rigorous than You take with respect to Your own proprietary and confidential information) to prevent unauthorized or inadvertent disclosure of the Confidential Information.

 

4.2 You warrant that You will not, during the Valid Startup programs’ Events and Services or afterwards, directly or indirectly, copy, use or disclose for its own benefit or the benefit of another any Confidential Information.

  1. Termination. Company may terminate this Agreement at any time in its sole discretion.

 

  1. LIMITATION OF LIABILITY. EXCEPT AS SET FORTH IN SECTIONS 3 AND 4, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, USE, OR COST OF SUBSTITUTE SERVICE OR PROCUREMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.
  2. General

7.1. Relationship Between the Parties. You are an independent entity; there is no joint venture, partnership, agency or fiduciary relationship existing between the Parties and the Parties do not intend to create any such relationship by this Agreement. Neither Party shall have the power or authority to bind or obligate the other in any manner not expressly set forth herein.

7.2. Use of Name. You and Your employees, agents and representatives will not, without Company’s prior written consent in each instance, use in advertising, publicity or other promotional endeavor, the name of Company or any of Company’s affiliates, or any officer or employee of Company, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof used by Company or its affiliates; or represent, directly or indirectly, that any product or service provided by You has been approved or endorsed by You, or refer to the existence of this Agreement in press releases, advertising or materials distributed to Your prospective customers.

7.3. Force Majeure. Neither Party shall be held responsible nor be deemed to be in default under this Agreement for any delay in performance or failure in performance of any of its obligations hereunder if such delay or failure is the result of causes beyond the Party’s control, including, without limitation, cessation of services hereunder or any damages resulting therefrom to the other Party as a result of work stoppage, power or other mechanical failure, computer virus, natural disaster, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine, governmental action, or communication disruption.

 

  1. 4. Miscellaneous. Any term of this Agreement may be amended or waived only with the written consent of the parties. This Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Puerto Rico, without giving effect to the principles of conflict of laws. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

 

7.6. Assignment. Company may assign this Agreement, and/or any rights and/or obligations hereunder upon written notice and without Your consent to any (i) subsidiary or affiliate of Company, or (ii) successor pursuant to a merger, consolidation, sale of all or substantially all of its assets. You shall not assign this Agreement, and/or any rights and/or obligations hereunder without Company’s prior written consent. Any attempted assignment in violation of this Section 7.6 shall be void ab initio.

7.7. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THE AGREEMENT, THE PERSON SIGNING THIS AGREEMENT ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS AGREEMENT, AND AGREES TO BE BOUND BY IT.

Cohort Leaders

The Valid Startup digital course platform may be used to run an independent entrepreneurship incubator program by an external entity (“Cohort Leader”).  When used for that purpose, this Commitment and Participation Agreement applies in the Company's favor. 

Cohort Leaders may:

  • Establish their own participation criteria
  • Set their own prices or make it free
  • Include add-ons such as coaching or mentoring
  • See students’ progress at any time
  • Offer  private discussion forum

If Cohort Leader applies to use the Service for this purpose, the Company retains sole discretion as to facilitate or to not facilitate use of Company’s proprietary content for curriculum development. This decision may be based on many factors including information that may not be known to or shared with the Cohort Leader, external sources, unrelated data, and opinions. Terms may vary case-by-case for Cohort Leaders.