Founder Centered Terms of Service
Last Updated: December 2023
PLEASE READ THIS AGREEMENT CAREFULLY WHICH CREATES A LEGAL AGREEMENT BETWEEN YOU (THE “END USER” OR “YOU”) AND Founder Centered a division of OCFX Inc. (“Founder Centered”). THESE TERMS GOVERN YOUR USE OF THE SERVICES, SOFTWARE AND WEBSITE PROVIDED BY Founder Centered (COLLECTIVELY, THE “SERVICES”). IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT USE THE SERVICES. IF YOU ACCESS OR USE THE SERVICES, YOU WILL BE ACCEPTING THIS AGREEMENT, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. Fund managers, organizations or other third parties that wish to use the Services and/or make the Services available for use by their portfolio companies, must separately have each individual or business register on behalf of their company. By signing up for the Services as an Account Representative (as that term is defined below), you represent and warrant to Founder Centered that you have the authority to bind the business you represent and enter into this Agreement. We may, from time to time, modify this Agreement. Please check this page periodically for updates. If you do not agree to, or cannot comply with, the modified Agreements as they are published, you must stop using the Services. The updated Agreement will take effect upon its posting date and will apply on a go-forward basis and your continued use of the Services after any such update constitutes your binding acceptance of such changes.
1. Definitions
In this Agreement the following capitalized terms have the following meanings:
“Account Representative” means the authorized representative of a company. “Confidential Information” means any and all information disclosed by either party to the other which is marked “confidential” or “proprietary”, or which the recipient knows or has reason to know is regarded by the disclosing party as such. “Confidential Information” does not include any information that the receiving party can demonstrate by its written records: (a) was known to it prior to its disclosure hereunder by the disclosing party; (b) is or becomes known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorized to make such a disclosure; or (d) is independently developed by the receiving party; (e) has been approved for release by the disclosing party’s prior written authorization. “Effective Date” means the date on which End User is first entitled to use the Founder Centered Service through agreeing to these terms through the Founder Centered website and provided that user has executed an Order Form permitting such use. “End User” means an business owner or individual authorized by a business to use the Founder Centered Service. “End User Data” all electronic data and information, or any derivatives thereof, uploaded, submitted or otherwise transmitted to or through Founder Centered Service by End User. “Fees” means the fees payable in respect to Service used, rendered, conducted, transmitted or accessible via the Founder Centered platform. “Founder Centered Service” means Founder Centered web-based software application made available through the Founder Centered platform located at ww.FounderCentered.com which is capable of communicating information from companies to companies and individuals depending on the use case being utilized by users. “Licensed Data” means data licensed by an organization or other third-party to Founder Centered for inclusion in the Founder Centered database or other Founder Centered database. “Term” has the meaning given in Section 8. “Usage Data” means data collected and generated by Founder Centered Service related to use for Founder Centered Services and shared with Founder Centered partners, members, users, organizations and for marketing purposes.
2. Service Terms
2.1 Usage Terms. Subject to the terms and conditions of this Agreement and payment of the applicable Fees, Founder Centered grants to End User a non-exclusive, non-transferable usage right to use the Founder Centered Service as part of Founder Centered Service during the Term. The Founder Centered Service may only be accessed and used by authorized End Users to process End User Data and separate user accounts must be purchased for other entities who wish to use the Founder Centered Service. Only one account per individual or company is permitted. Failure to comply will result in the deletion of the individual or business duplicate account without any refunds. The duplicate account will be defined as the second account created while the original account created will still remain active. Founder Centered reserves the right to monitor the use of the Founder Centered Service and to charge for additional users if use is made of the Founder Centered Service in breach of the user restrictions in this section agreement. The Founder Centered Service is being utilized for services, not sold. Users acknowledge and agree that the rights to the Founder Centered Service remains exclusively with Founder Centered and its licensors. End User’s rights to the Founder Centered Service are strictly limited to those granted in this Agreement.
2.2 End User Responsibilities. End User is responsible for all End User Data and for compliance with this Agreement including obtaining all necessary licenses, permissions and consents to enable all material comprising End User Data can be processed and transmitted via Founder Centered Service. End User shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the End User Data being shared with Founder Centered; (ii) safeguard any login details provided for accessing Founder Centered Service and prevent unauthorized access to or use of Founder Centered Service, and shall notify Founder Centered promptly upon becoming aware of any such unauthorized access or use; and (iii) comply with all applicable local, state, provincial, federal and foreign laws in using Founder Centered Service.
The Account Representative is responsible for Licensee’s use of the Service.
2.3 Service Use Guidelines. End User shall use Founder Centered Service solely as contemplated in this Agreement and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make Founder Centered Service available to any third party. End User shall not: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Founder Centered Service or Service except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other use restrictions that are built into Founder Centered Service; (c) remove any proprietary notices, labels, or marks from Founder Centered Service or Founder Centered Service; or (d) access Founder Centered Service in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of Founder Centered Service.
2.4 Founder Centered Service. Information provided through the Founder Centered Service does not constitute (i) an offer, invitation or recommendation to purchase or sell, nor a solicitation of an offer to buy, any securities to any person in any jurisdiction or to dispose or acquire assets, (ii) an opinion, invitation or recommendation to enter into a transaction, including, without limitation, any public or private offering of securities, nor (iii) any form of legal, financial, investment or tax advice, opinion or recommendation. Such choices must be made on your own at your own free will. The information provided on the Founder Centered Service is not intended to form the basis of any future or present contract or arrangement or a fiduciary relationship with, or fiduciary duty to, the recipient.
2.5 Support. Any support issues with Founder Centered Service which End User cannot resolve should be notified to Founder Centered. Founder Centered will use commercially reasonable efforts to make Founder Centered Service available during the Term except for: (a) planned downtime; or (b) any unavailability caused by circumstances beyond Founder Centered’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays.
2.6 Account Ownership. The Account Representative for each user shall have the authority to make certain decisions on behalf of the business or organization they represent, which may include updating company records, accepting investment offers and applying for partnership programs such as accelerator and incubator programs. In the event of a dispute regarding the Account Representative, Founder Centered reserves the right to verify email addresses and domains and/or request documentation to determine or confirm account ownership, including but not limited to, a scanned copy of a business license, government issued photo ID, the last four digits of the credit card on file, individual’s status as an employee of an entity, etc. If Founder Centered is unable to reasonably determine the rightful Account Representative, without prejudice to our other rights and remedies, Founder Centered may suspend or disable an account until resolution has been determined between the disputing parties.
3. Licensed Data; Founder Centered Pro
3.1 Contributing Licensed Data. Organizations/Users may opt to contribute Licensed Data to Founder Centered, provided that any party contributing Licensed Data represents and warrants that the provision of Licensed Data to Founder Centered does not breach any third-party agreement, any intellectual property right (at law or in equity) or any law to which it is subject. By providing Licensed Data to Founder Centered, Founder Centered is granted a perpetual, irrevocable, sub-licenseable license to use, modify, display, copy, adapt, translate, distribute and create derivative works from such Licensed Data for any purpose, including but not limited to combining the Licensed Data with Founder Centered data in Founder Centered Pro and Licensed Data of third parties. 3.2 Disclaimer. The Licensed Data has been obtained from sources that are believed to be reliable but neither Founder Centered nor any third party providing such data guarantee the accuracy, completeness or timeliness of the Licensed Data. It the Licensee’s or End User’s sole responsibility to verify the accuracy of any Licensed Data. 3.3 Restrictions. In using the Licensed Data, Licensee shall not: (a) sell, rent, lease, loan, transfer, sublicense, distribute or otherwise make available or permit access to any Licensed Data to any third party; (b) modify, decompile, disassemble, decrypt or reverse engineer any portion of the Licensed Data; or (c) use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology or process having similar functionality, to access, acquire, copy or monitor any portion of the Licensed Data.
4. Payment Terms
4.1 Invoicing and Late Payments. All amounts owing hereunder shall be paid in US Dollars. Founder Centered shall invoice End User for all fees due under this Agreement (including all fees due pursuant to the exhibits). Invoiced amounts shall be due and payable in full based on the subscription terms or purchase terms for the services being purchased. All payments to Founder Centered are non-refundable due to the nature of this platform and the access to data and information. Chargebacks requests shall be disputed.
4.2 Taxes. All license fees, fees for services and other payments to Founder Centered are exclusive of any and all taxes, duties or levies assessed by applicable governmental authorities. All such taxes, duties and levies (exclusive of any taxes based upon Founder Centered’s net income) shall be assumed by and paid for by End User, regardless of whether included in any invoice sent to End User at any time by Founder Centered.
4.3 Suspension of Service. If End User’s account is five (5) days or more overdue, in addition to any of its other rights or remedies, Founder Centered reserves the right to suspend Founder Centered Service provided to End User, until such amounts are paid in full or terminate Founder Centered Service and this Agreement.
5. No Warranties
TO THE GREATEST EXTENT PERMITTED BY LAW, THE Founder Centered SERVICE, SERVICE AND SUPPORT PROVIDED BY Founder Centered HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY Founder Centered. Founder Centered DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Founder Centered DOES NOT REPRESENT OR WARRANT THAT THE Founder Centered SERVICE OR SERVICE SHALL MEET ANY OR ALL OF END USER’S PARTICULAR REQUIREMENTS, THAT THE Founder Centered SERVICE WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE Founder Centered SERVICE CAN BE FOUND OR CORRECTED.
6. Limitation of Liability; Indemnity
6.1 Limitation of Liability. Founder Centered SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF Founder Centered HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Founder Centered’s AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY END USER FOR THE SOFTWARE IN THE SIX MONTHS LEADING UP TO AN EVEN THAT GAVE RISE TO LIABILITY.
6.2 Indemnity. You agree to indemnify and hold Founder Centered and (as applicable) our affiliates, officers, directors, agents, and employees, harmless from any loss, damages, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, your violation of any law or the rights of a third party, or resulting from your actions as an Account Representative.
7. Proprietary Rights
7.1 Reservation of Rights. Except for the rights granted in this Agreement, End User acknowledges and agrees that Founder Centered owns and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and all other intellectual property rights therein) in and to the Founder Centered Service, including any and all modifications, derivatives, improvements and enhancements to the same, and Service and grants End User no further licenses of any kind hereunder, whether by implication, estoppel or otherwise.
7.2 License Data. As between Founder Centered and End User, End User shall exclusively own all End User Data. End User hereby grants Founder Centered a non-exclusive, perpetual, royalty-free, worldwide license to copy, translate, adapt, distribute or otherwise use or exploit the End User Data and Usage Data, in any medium, mode or format, to provide the Founder Centered Service, create aggregate statistics, improve the Founder Centered Service, provide relevant content to End Users, and to publish benchmark statistics and research, provided that such End User Data is aggregated and anonymized and does not publicly identify End User or any individual. Any End User Data consisting of personal data, as such term is defined under the EU General Data Protection Regulation 2016/679 (“Personal Data” and “GDPR” respectively) to which the GDPR applies, and the processing thereof, shall be governed under the terms and conditions set forth in the Founder Centered’s Data Processing Agreement (“DPA”). A current version of the DPA is available at http://www.FounderCentered.com/policies . Without limiting the obligations of End User elsewhere in this Agreement or the DPA, unless otherwise expressly agreed in writing between End User and Founder Centered, End User will not provide or make available to Founder Centered: (i) “special categories of personal data” under the GDPR; or (ii) any data that is otherwise subject to heightened restrictions relating to the transmission or processing of data for the jurisdictions in which End User or Founder Centered operate.
7.3 Feedback. End User agrees that Founder Centered may freely use any suggestions, feedback or ideas End User may provide to Founder Centered (“Feedback”). By providing any feedback to Founder Centered, End User grants Founder Centered a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free, license to use and exploit the Feedback. Without limiting the foregoing, Founder Centered may use End User’s Feedback to modify and improve Founder Centered Service or any other current and future services/products, services advertising or marketing materials.
8. Confidentiality
Neither party will use any Confidential Information of the disclosing party except as necessary to exercise its rights or perform its obligations hereunder or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it as least as restrictive as those this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s Confidential Information.
9. Term and Termination
The term of this Agreement will begin upon the Effective Date and shall continue for as long as End User uses Founder Centered Service under subscription from Founder Centered, unless earlier terminated sooner under this section (the “Term and Termination”). Founder Centered may terminate this Agreement in the event of any breach by End User if such breach has not been cured within fifteen (15) days of notice to End User. No termination of this Agreement will entitle End User to a refund of any amounts paid by End User to Founder Centered or affect any obligations End User may have to pay any outstanding amounts owing to Founder Centered. End User’s rights to use and access Founder Centered Service will immediately terminate upon termination or expiration of this Agreement. Sections 1, 4-7, 8 and 9 of this Agreement shall survive the expiration or termination of this Agreement.
10. General Terms
10.1 Governing Law; Venue. This Agreement is governed by the laws of the United States of America, and the federal laws of USA applicable therein without reference to its conflict of laws principles. Any dispute or action between End User and Founder Centered arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of California, USA. The United Nations Conventions on Contracts for the International Sale of Goods and any legislation enacted for same do not apply.
10.2 Entire Agreement; Severability. This Agreement, including all terms incorporated by reference into it, constitutes the entire agreement between End User and Founder Centered and supersedes any other communications with respect to its subject matter. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.
10.3 Assignment. End User may not assign this Agreement without the prior written consent of Founder Centered. Founder Centered may transfer or otherwise freely assign its rights and/or obligation and/or this Agreement on written notice to End User.
10.4 No Waiver. Any delay by a party in enforcing the provisions of this Agreement shall not be deemed to be a waiver of such party’s rights and shall not prejudice such party’s right to take subsequent action.
10.5 Language. It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.