Academy Membership Agreement
Effective date: July 1, 2021Terms and Conditions
1. This Agreement sets out the terms and conditions on which Indie Labs Pty Ltd (ACN 622 779 775) trading as Atto Accelerator (we/us/our) provides the Atto Academy program to you (you/your).
2. Unless you or we enter into a separate agreement in relation to future Membership, this Agreement also governs any other future Membership.
3. It is your responsibility to read and understand these terms and conditions. If you have any queries or concerns, please notify us immediately.
Definitions
4. In this document, these terms have the following meanings:
a. Agreement means the terms and conditions set out in this document.
b. Atto Academy program means an educational and community platform for female founders of technology startups.
c. Business Day means a day other than a Saturday, Sunday, or a public holiday in the state of Victoria.
d. Confidential Information means all information, either oral or written, about our business that we have or may give to you in the process of providing the Membership. This includes any frameworks, proposals, documents, business methods, member’s list, team member contact details and financial information, in each case save where the information is in the public domain other than as a result of a breach of confidence owed to us by any person (including you).
e. Code of Conduct means the set of rules outlining the norms, rules and responsibilities of each member.
f. GST means the goods and services tax chargeable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
g. Intellectual Property means all rights to, and any interest in, any copyright, design, trade mark, trade name, confidential information, trade secrets and technical information, as may exist anywhere in the world at any time (whether capable of protection by registration or not), including all applications for any such rights.
h. Merchant Fees means the fee including international bank charges which we are charged to process secure credit card, debit card, pin, Stripe and PayPal payments.
i. Membership means the membership of the Atto Academy program.
j. Plan means monthly or annual charging for the Membership depending on your preference.
Provision of Program
5. When you become a member with us, you acknowledge and agree that these terms and conditions will apply.
6. In providing the Membership, we will ensure that the Atto Academy program is provided with reasonable skill, care, and diligence to the standards reasonably expected of startup educator providers providing programs of a similar nature.
7. Through the Atto Academy program, you can expect to gain an appreciation for and knowledge of a range of legal, accounting, product development, customer validation, sales and marketing, hiring talent, the investment landscape, and pitching relating to your startup.
Your Obligations
8. The Membership is an ongoing membership and the Atto Academy program is offered remotely online. When you apply and enrol for the Membership, you agree to provide us full and accurate information including your full legal name, valid email address and any other information which is required to complete the enrolment process.
9. The Atto Academy program is a self-paced program and can be taken on a schedule that suits you. We recommend at least two hours each week to make the most of the Atto Academy program.
10. You agree to always conform with the Code of Conduct. Compliance with the Code of Conduct is an essential term of this Agreement.
Online Sessions
11. You cannot share the login details of the Membership, including the Atto Academy program’s community platform, with any third party. If we provide you with a Zoom link, or a link to electronic slides, video recordings, or access to resources, you cannot provide that link to a third party.
12. You will be responsible for purchasing any materials and services that are needed to participate in the Atto Academy program.
13. You cannot transfer the Membership to any third party. You cannot exchange the Membership for any other program or membership.
14. You agree not to copy, download, record, or stream the Atto Academy program that is made available to you. You can stream the Atto Academy program on your own personal devices only.
15. You are responsible for ensuring you have access to the required hardware, software, and internet connection.
16. You are responsible for maintaining the security of your usernames, passwords and personally identifiable information.
17. You must not make or attempt to modify, add, remove, hack, deface or otherwise interfere with the Atto Academy program or to any material or content posted on the Atto Academy program.
Offline Sessions
18. If we conduct the Atto Academy program or a part of it offline in face-to-face settings, then you will be liable for any transport and accommodation charges.
19. You acknowledge and agree to adhere with any COVID-19 policies that we implement at the venue for offline sessions.
20. You cannot create an audio or audio-visual recording of the offline sessions without our prior written consent.
Disclaimer
21. Every month, we will have a speaker talking about a topic in their area of expertise. These talks will be general in nature and should not be relied upon as qualified legal, financial, accounting or investment advice. It is your responsibility to seek independent legal, financial, accounting and investment advice that is tailored to your needs.
22. We will not be liable to you for any special, indirect, consequential, or punitive damages, including but not limited to loss of profits, loss of business opportunities or loss of goodwill if you wish to rely on the information given during the talks.
23. We wish to highlight that any advice provided by us or our speakers is general in nature and does not take into account your business goals, financial requirements or specific needs. It does not substitute for any advice that is specific to your circumstances.
Investment-Free
24. While we may invest in some startups that participate in the Atto Academy program, the program is an equity-free program and does not provide funding or investment.
Intellectual Property Rights
25. Unless otherwise agreed between the parties in writing, all Intellectual Property in the Atto Academy program and other materials created by us providing the Atto Academy program will vest absolutely and automatically on creation, and remain thereafter, in us. You must not reproduce, store, adopt, distribute, publish, or create similar works for them.
26. When you become a member with us, we will grant you a non-exclusive, non-transferrable, non-shareable, royalty-free, and non-sublicensable licence in the materials to you. For the avoidance of doubt, this aforementioned licence is for your personal use only and you cannot sub-licence it to a third party.
27. Atto and any other marketing symbols or words that appear in the Atto Academy program and/or on our website are our trade marks and you should not use them in relation to any activity without our prior written permission.
Confidentiality
28. You agree to keep (and ensure, to the best of your ability, that your employees, independent contractors, agents, and any other persons acting or working on your behalf (such as volunteers) or any other third parties who may come in contact with material belonging to us, keep) the Confidential Information strictly confidential.
29. You must:
a. only access and use the Confidential Information for the purpose of participating in the Atto Academy program;
b. take all reasonable steps to maintain the strict confidentiality of the Confidential Information;
c. ensure that proper and secure storage is provided for Confidential Information while in your possession or under your control;
d. take all precautions necessary to prevent disclosure of Confidential Information;
e. not use or attempt to use the Confidential Information in any manner which may injure or cause loss, either directly or indirectly, to us, or which may be likely to do so;
f. take reasonable precautions to prevent any unauthorised use, disclosure, publication or dissemination of Confidential Information;
g. promptly notify us if you suspect, or become aware of, any loss or any unauthorised use, storage, copying or disclosure of the Confidential Information;
h. immediately take all steps necessary to prevent or stop, and comply with all our reasonable directions in respect of, suspected or actual breaches of this Agreement; and
i. if requested by us, immediately return to us, or destroy, delete and erase, all materials that contain Confidential Information.
This clause survives the termination of this agreement.
30. The return, destruction, deletion, erasure or retention of Confidential Information does not relieve you from any of your other obligations under this Agreement.
Payment
31. In consideration of us providing the Membership, you must subscribe to a Plan. Depending on the Plan you choose, the Plan must be paid upfront before your Membership commences. If you fail to pay for the Plan before the commencement of your Membership, your enrolment may be cancelled. The Fees for the Membership are per member and not per company, so multiple co-founders should each become a member.
32. If you have selected a monthly plan, the Plan will be automatically renewed on the first of each calendar month to keep your Membership active until you or we cancel it. If you have selected an annual plan, the Plan will be automatically renewed every year until you or we cancel it.
33. You may be eligible for a scholarship and scholarships are conferred at our own discretion. If we award you a scholarship, then no fees are owed for your Membership for a pre-determined time frame. If we find out that you obtained the scholarship by illegal or improper means, such as by providing false information, then at any stage we may revoke your scholarship, in which case you will be liable for the scholarship amount and your Membership may be terminated.
34. All our Plans are GST inclusive. The GST component is stated on each invoice.
35. All payments to be made to us must be made in the full amount shown in each invoice, free of any deductions or withholdings, and without you exercising any right of set-off. You may also be liable for any Merchant Fees or charges associated with debit or credit card transactions.
36. If payment is unpaid for 14 days after the due date for payment, then your Membership may be cancelled immediately without any further notice.
37. You get two (2) months free on an annual plan.
Privacy
38. When you become a member, we collect personal information from you, such as your name, location, phone number, email address or other personally identifiable information about you (personal information). We will use the personal information to provide the Atto Academy program you have requested and to communicate with you in relation to our future programs and services. We do not sell, trade, or transfer your personal information to any unrelated third party. You can view our Privacy Policy.
Marketing
39. We may at our discretion record or photograph the online and/or offline sessions for promotional activities. You acknowledge and agree that you may be recorded or photographed and that you may appear in our promotional and marketing activities. If you do not agree to be photographed or filmed, then please let us know in writing in advance.
40. You acknowledge and agree that you will not be paid for your appearance in our promotional and marketing activities.
41. You acknowledge and agree that we may use your name, company name and other details to promote our Membership and our business in general. If you do not wish for us to use your name and details for our promotional and marketing activities, then please let us know in writing in advance of becoming a member, enrolling in a program and in any event before the Program commences.
Testimonials
42. We may request you to write a testimonial for our Membership. You agree that we can use that testimonial in our promotional and marketing activities without any compensation to you. Similarly, if you leave a review for us online on platforms such as Google, Facebook and Trustpilot, then we can reproduce that review for our promotional and marketing activities without any compensation to you.
43. Any review or other matter that could be regarded as a testimonial or endorsement about our Membership does not constitute a guarantee, warranty, or prediction regarding the outcome of any use of such Membership and you acknowledge that testimonials represent the anecdotal experience of individual consumers.
Limitation of Liability
44. Our Membership is designed to help you succeed with your startup. However, we do not provide any guarantees in relation to your startup.
45. We will not be liable to you for any special, indirect, consequential, or punitive damages, including, but not limited to, loss of profits, loss of business opportunities, or loss of goodwill, arising out of your use of the Membership.
46. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, our aggregate liability under or in connection with this Agreement, howsoever arising (including by reason of tort, negligence, breach of contract or otherwise), shall not exceed the sum of all fees paid to us in respect of the relevant Membership giving rise to the liability.
Indemnity
47. You will be liable for and agree to indemnify, defend and hold us and each of our employees and contractors harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly from:
a. any information that is not accurate, up to date or complete or is misleading or a misrepresentation provided to us, our employees, contractors or agents;
b. any breach of this Agreement by you, your employees, contractors or agents; or
c. any claim by a third party that any use by us of information, works, material or Intellectual Property supplied by you infringes that third party’s rights in any way.
48. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Membership including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information we have given you or you have given to us, respectively.
49. The obligations under clauses 47 and 48 will survive termination of this Agreement.
Insurance
50. We warrant that we have the appropriate Public Liability Insurance and Professional Indemnity Insurance required to provide the Membership.
Cancellation
51. If you cancel your Membership prior to the end of the billing cycle, no refund will be issued and your Membership will remain active until the end of the billing cycle. Pro-rata refunds are not issued.
52. A minimum three-month commitment is recommended to successfully complete onboarding to the Atto Academy program and to make the most of your Membership.
Termination
53. A party may terminate this Agreement by giving 14 days written notice if:
a. the other party is in default in the performance of any of its obligations under this Agreement and the default is not capable of being remedied, or if the default is capable of being remedied the other party fails to remedy the default within 14 days of notice by the first party specifying the default;
b. the other party ceases to carry on business, ceases to be able to pay its debts as they become due including poor payment history, enters into a compromise with its creditors, goes into liquidation, or a receiver and manager or statutory receiver is appointed, or any analogous event occurs; or
c. the other party imposes unreasonable restrictions on working with their competitors or working with other clients in their category.
54. In the event of termination of this Agreement, we will retain any amounts paid to us by you and are entitled to be paid amounts that are due but not yet paid. For the avoidance of doubt, no refunds are available in the event of termination.
55. This Agreement may be terminated immediately by notice in writing to you if you are in breach of a material obligation under this Agreement.
Non-Disparagement
56. Both parties agree not to defame the other party or make disparaging statements about the other party in any form and on any medium.
57. If you have any feedback for you or if you wish to discuss any issues relating to the Membership, then we strongly encourage you to contact us to resolve it before raising the issue publicly.
General
58. Each party warrants to the other that it has the power and authority to enter into this Agreement and the obligations contemplated by it.
59. Each party enters into this Agreement as an independent contractor. Nothing in this Agreement creates, constitutes, or evidences any partnership, joint venture, agency, trust or employer/employee relationship between the parties, and a party may not make, or allow to be made, any representation that any such relationship exists between the parties. A party shall not have the authority to act for, or to incur any obligation on behalf of, any other party, except as expressly provided for in this Agreement.
60. This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties in respect of its subject matter.
61. Any notice or document required to be given under this Agreement must be in writing and may be given by hand, post, or email as shown in the relevant party’s contact details or otherwise notified by one party to the other.
62. We may assign, license or sub-contract our rights and obligations under this Agreement without your consent.
63. You must obtain our consent in writing to assign (including by way of a change of ownership of you), license or sub-contract your rights and obligations under this Agreement.
64. Any modification to or variation of this Agreement must be in writing.
65. Each party agrees that this Agreement may be electronically signed and that any electronic signature appearing on this Agreement shall be construed as the handwritten signature for the purposes of validity, enforceability, and admissibility.
66. If any provision of this Agreement is held to be invalid, illegal or unenforceable, it will be severed, and the remainder of the Agreement will remain in full force and effect.
67. If there is a dispute between the parties in relation to any matter connected with this Agreement or a Project, the parties must meet in good faith to seek to resolve the dispute by agreement between them. The parties agree to follow this procedure before resorting to any legal proceedings, save that nothing in this clause prevents either party from seeking urgent injunctive relief.
68. This Agreement shall be construed in accordance with and governed by the laws in force in the State of Victoria, Australia and each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia.