Payments for products and services are non-refundable.
This Membership Agreement (“Agreement”) is entered into on the date of course registration by and between:
REBEL ONE, INC. hereinafter referred to as “the Company” and the registered user hereinafter referred to as “the Member”.
This Agreement is in full force as of the first day of the Effective Date between the Company and the Member. The Company and the Member are collectively referred to as “the Parties”.
Now, therefore, in consideration of the promises and of the mutual covenants and agreements contained herein, and intending to be legally bound, the parties hereby agree to the following terms and conditions of this Agreement:
The Company is a provider of training and education relating to investing and startups;
The Company, or an affiliate thereof, has formed or will form one or more investment funds (the “Funds”) intended to make investments in private portfolio companies, towards which the Company will contribute funds (such amount, the “Capital”), which may be combined with investments from additional investors;
The Investor Training Program (“RBL1” or “the Program”) is an investor training program managed by the Company to enable emerging angel investors and venture capitalists to develop financial literacy and build the venture ecosystem;
The Program is a learning opportunity for the Member for educational purposes and does not provide or guarantee job placement or support and services;
CONSIDERATION AND PAYMENT TERMS
The Company reserves the right to make payments, in its sole discretion, to the Member using any criteria or no criteria. The timing of any such additional payments shall be at the sole discretion of the Company.
The Member has no obligation to invest personally or through an investment vehicle in the Fund(s); however, during the Program Period (and based on the Company’s ability to secure sufficient capital allocations to make investments and the availability of such capital allocations to investors), the Company, at its sole discretion, may allow the Member, if the Member is an accredited investor (as defined by Rule 501(a) under the Securities Act of 1933 (the “Securities Act”)), to invest in the Funds, whether personally or through an investment vehicle that meets all applicable regulatory requirements (and would not cause the Funds to have to register as an “investment company” pursuant to the Investment Company Act of 1940), and the Member, or the investment vehicle, as applicable, may be charged any management fee or carried interest on any such investments.
Pursuant to the above, should the Member wish to contribute and meets the appropriate qualifications, then the Company may request that the Member contribute funding to a start-up, venture, or other organization.
If this is the case, the Member will be required to contribute the requisite amount (“Contribution”) directly to Assure Funds Management, LLC as directed by the General Partner. Further details regarding the Contribution may be provided in a separate agreement between the Company and the Member.
The sums payable under this Agreement are Tax Inclusive and the Member is responsible for all tax and statutory payments, including but not limited to income tax, which may be found due from him/her in relation to any payments or arrangements made under this Agreement. The Company shall not be liable, under any circumstances, for the Member’s tax obligations that may arise in connection with this Agreement.
The Member acknowledges that it has not received any taxation advice from the Company and understands that all its taxation obligations remain the responsibility of the Member.
MEMBER AND COMPANY RELATIONSHIP
The Member is an independent contractor in all its operations and activities hereunder.
Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Company and the Member.
The Member shall not represent to any third party that any such relationship exists.
TERM AND TERMINATION
This Agreement shall come into force on the Effective Date and shall end after twelve (12) weeks.
Either Party may, without cause, terminate this Agreement before its expiry, by giving to the other Party thirty (30) days written notice.
The Company may terminate this Agreement, or any part hereof, for cause in the event of any default by the Member, or if the Member fails to comply with any Agreement terms and conditions, or fails to provide the Company, upon request, with adequate assurances of future performance. If it is determined that the Company improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience.
On termination or earlier expiry of this Agreement, the Member shall continue to be bound by the confidentiality provisions as stated in this Agreement.
Upon termination or earlier expiry of this Agreement, the Member agrees to:
Immediately return to the Company all Confidential Information and other materials or documents relating to the Company that are in his/her possession (completing and handing over any on-going work in any notice period); and
Vacate and cease to use the premises of the Company that may have been made available to the Member.
The Company has created “RBL1” and “Rebel One” as its proprietary brand and maintains all rights, title, and sole and exclusive ownership to any and all inventions, discoveries, data, works of authorship, and other intellectual works made, developed or produced that uses the “RBL1” or “Rebel One” brand.
The Company grants to the Member a non-exclusive, irrevocable license to use the “RBL1” or “Rebel One” brand to the extent necessary to as defined by the Company.
The Company shall have all rights, title and interest in and to any and all inventions, discoveries, data, reports and other works of authorship, improvements, trade secrets and other intellectual work product or deliverables made, developed or produced by jointly or independently by the Company and the Member during the term of this Agreement (collectively, “Invention/Works”).
Both parties will acknowledge the other parties’ role(s) in collaborative work.
Both parties will acknowledge the other parties’ collaboration in any articles, lectures, or publications.
CONFIDENTIALITY AND PROPRIETARY INFORMATION
Unless otherwise agreed to in writing by the parties, all information disclosed by either Party under this Agreement shall be deemed to be Proprietary and Confidential Information. Upon signature of both the Member and the Company to this Agreement, all deliverables, analyses and reports developed under this Agreement shall be the property of the Company. The Member will not disclose such deliverables to a third party without prior written authorization of the Company. Oral communications pertaining to this Agreement shall be presumed to be Proprietary and Confidential Information unless otherwise indicated by either party.
The Member may not disclose the Company’s Proprietary and Confidential Information to third persons without the Company’s written consent. With the Company’s written consent, the Member may disclose the Company’s Proprietary and Confidential Information his/her authorized agents, contractors, partners, affiliates, principals and consultants on a need-to-know basis. The Member shall be responsible for ensuring that any of its employees, authorized agents, contractors, partners, affiliates, principals and consultants who receive Proprietary and Confidential Information complies with the obligations of this Agreement. This Article shall survive termination of this Agreement.
This Agreement shall not restrict disclosure or use of Proprietary and Confidential Information that: (a) was, at the time of receipt, otherwise known to the recipient without restrictions as to use or disclosure; (b) was in the public domain at the time of disclosure or thereafter enters into the public domain through no breach of this Agreement by the recipient; (c) becomes known to the recipient from a source other than the disclosing party, which source has no duty of confidentiality with respect to the information; (d) is independently developed by the recipient without reliance on or access to any of the disclosing party’s Proprietary and Confidential Information; or (e) is required to be disclosed by a government agency or bureau or by a court of law or equity with competent jurisdiction over the recipient.
Nothing in this Section 8 or any other provision of this Agreement shall be construed as prohibiting or otherwise restricting the Member from (i) making any disclosures that are required by the terms and conditions of this Agreement; (ii) fully cooperating with any legal investigations, audits or reviews; and/or (iii) making any other disclosures or communications that are required or protected by applicable laws, executive orders, or regulations.
The Parties consent to the holding, processing, and accessing of Personal Data by either Party relating to the other Party for all purposes relating to the performance of this Agreement including, but not limited to, transferring such Personal Data to any potential Start-Up, Venture Capital, or other organizations.
The Parties agree to take all reasonable steps to ensure the integrity and confidentiality of the Personal Data obtained pursuant to this Agreement and will:
Follow all Company Policies and Procedures related to the handling and protection of Company and Confidential Information;
Observe the privacy principles in any Data Protection Legislation of the country of the Jurisdiction of this Agreement and also the countries of the Parties respective locations;
Not disclose, use or hold any Personal Data in breach of any Data Protection Legislation; and
Indemnify each other and the Client for any Loss due to any breach of any Data Protection Legislation.
During the term of this Agreement and for twelve (12) months following expiration or termination of this Agreement, the Member will not engage, participate, manage, operate, consult or be employed in a business activity which is competitive with the Company nor work for any company which competes with the Company.
If the Company provides written authorization of the Member’s working with other educational venture capital, impact investment, or investment organizations working in the same space as the Company, the Member agrees that he/she will not use any IP developed collaboratively with the Company during the scope of this Agreement.
The Member must inform the Company Representative prior to soliciting any client of the Company with whom the Member has called or became acquainted during the term of this Agreement and as the direct or indirect result of engagement with the Company.
The Member acknowledges that the Company will suffer irreparable harm in the event of breach of the obligations under this Agreement; and that monetary damages will be inadequate to compensate the Company for such a breach. Therefore, if the Member breaches any of such provisions, then the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
PUBLICITY AND PROMOTION
The Member shall comply with the Company’s global standards for branding and marketing. The Member will not, without prior written approval of the Company, make any public statement about or advertise or promote their involvement in providing the Program, whether in written, verbal or visual format (“Promotional Material”).
The Member will only identify themselves as a Member of the Company, Rebel One or RBL1 when communicating with outside parties. The Member must not identify him/herself as any partner or other term therein when communicating their role under this Agreement.
The Member will submit the request for approval of any alterations or amendments, in any form, to pre-approved Promotional Material at least seven (7) working days prior to the intended publication or promotion. If the Company determines that any amendments are necessary to the Promotional Material, the Member will make these amendments and submit amended Promotional Material to the Company to approve.
The Company may in its sole discretion refuse to approve Promotional Material provided to it by the Member.
The Parties will ensure that all Promotional Material is accurate and not misleading in any way.
The Member acknowledges and hereby irrevocably authorizes the Company to use photographs and recordings of the Member and/or his/her property and authorize the Company and its assignees, licensees, legal representatives and transferees to use and publish photographs, pictures, portraits, videos, audio, associated logos, or images herein described in any and all forms and media and in all manners, including composite images, and the purposes of publicity, illustration, commercial art, advertising, publishing (including publishing on internet websites), for any product or services, or other lawful uses as may be determined by the Company. The Member waives any and all rights to review or approve any uses of the images, any written copy or finished product
INDEMNIFICATION AND LIMITATION OF LIABILITY
The Service Provider, as an independent contractor, agrees to indemnify, defend, and hold harmless the Company from any and all liability resulting from intentional or reckless acts or the acts of the employees or agents of the Service Provider. Likewise, the Company agrees to indemnify, defend, and hold harmless the Service Provider from any and all liability resulting from intentional or reckless acts or the acts of the employees, agents, franchisees, licensees, directors or officers of the Company. The party entitled to indemnification is defined in this Section 10 as the “Indemnified Party,” and the party providing the indemnity is the “Indemnifying Party.” In the event of a lawsuit, investigation, or claim, the Indemnifying Party will, at its sole discretion, cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Party from losses arising out of or resulting from any inaccuracy, misrepresentation or breach or non-fulfillment of any covenant or agreement by the Indemnifying Party in connection with: (i) any and all claims, liabilities, losses or damages related solely and exclusively to statements prepared by, or made by, the Indemnified Party that were either approved in advance by the Indemnifying Party or entirely based on information provided by the Indemnifying Party to the Indemnified Party expressly for use in connection with the services under this Agreement, and (ii) all claims, actions, Suits, proceedings, demands, assessments, judgments, costs and expenses, including, without limitation, any legal fees and expenses, incident to any of the foregoing, except in case of the Indemnified Party’s gross negligence, bad faith or willful misconduct with respect thereto.
POLICIES, PROCEDURES AND CONFLICT OF INTEREST
The Member confirms that he/she has been made aware of, has read and understood and will follow all the policies and procedures.
The Member confirms its understanding that the policies and documents may change from time to time and that it is the Member’s responsibility to stay updated on a regular basis.
The Member agrees not to engage in any activity, practice or conduct that conflicts with or appears to conflict with the interests of the Company. Furthermore, the Member agrees to notify the Company of any situation involving an actual or potential conflict of interest which may arise in the course of performance by the Member of any obligation pursuant to this Agreement.
WAIVERS, APPROVALS, AND REMEDIES
Failure by either party to enforce any of the provisions of this Agreement or applicable law shall not constitute a waiver of the requirements of such provisions or law, or as a waiver of the right of a party thereafter to enforce such provision or law.
The Member agrees to the following:
No Equity. The Member acknowledges and agrees that any payment the Member may receive from the Company or the Funds shall not provide any ownership interests in the Company, the Funds, any of the portfolio companies in which the Funds will invest, or any affiliate of the Company or Funds, and the Member will not be entitled to vote on Company or Funds matters.
No Guarantee. The Member acknowledges and agrees that there is no guarantee that the Member will receive any payments or potential employment offer from the Company or the Funds and that the prior performance of a portfolio company within a fund, the Company’s other investment funds (if any) or similar investment funds, if any, is not a guarantee of future results.
Regulatory Risks. The Member acknowledges that the Company will not cause the Funds to make any payment to the Member that (i) would be in violation of the Securities Act, (ii) would cause the Company or the Funds to have to register under the Securities Act or any applicable state regulation, (iii) would cause any of the Funds to be deemed an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (iv) would cause the Company or the Funds to have to register as a broker-dealer in any applicable jurisdiction.
No Third-Party Beneficiary. This Agreement is solely for the benefit of the Parties (and their permitted successors and assigns). No other person, party or entity shall have any rights hereunder nor shall any other person, party or entity be entitled to rely upon the terms, covenants and provisions contained herein. The provisions of this Section 15(c)(iv) shall survive the termination of this Agreement.
The rights and remedies set forth in the Agreement are cumulative and not exclusive. The exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently exist in law, in equity, by statute, or otherwise.
Changes in the terms and conditions of this Agreement may be made only by written agreement of the authorized representatives of both Parties.
Notices shall be deemed to have been sufficiently given if in writing and delivered either personally or by overnight carrier (e.g., FedEx, UPS) to the authorized representative of the other Party; notices given by overnight carrier shall also be transmitted by email at the time of mailing.
If any provision or any portion of a provision of this Agreement shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable legal requirements or court order, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provision or portion of the provision hereunder, which shall remain in full force and effect as if the unenforceable provision or portion were deleted.
The following clauses will survive the expiration or termination of this Agreement:
Clause 2: CONSIDERATION AND PAYMENT TERMS
Clause 5: INTELLECTUAL PROPERTY
Clause 6: CONFIDENTIALITY AND PROPRIETARY INFORMATION
Clause 7: DATA PROTECTIONS
Clause 8: NON-COMPETITION
Clause 10: INDEMNIFICATION AND LIMITATION OF LIABILITY
The Member shall not make any representations or commitment on behalf of the Company unless authorized to do so in advance by the Company Representative.