Terms and Conditions
In these General Terms and Conditions of the Agreement (hereinafter referred to as the “Terms and Conditions” or the “Agreement”), the following terms shall have the following meaning:
“Agreement” means the entire contractual relationship between the Parties, including these terms and conditions.
“Advisor” means a professional with relevant industry or business expertise, who provides industry or subject matter advice, mentoring, as well as networking connections to a founder or his/her startup or entrepreneur.
“Startup” means a young company founded by one or more entrepreneurs to develop a unique product or service, and bring it to market.
“Platform” means a group of technologies used as a base upon which other applications, processes or technologies, developed to run the AdvisoryClub networking. The Company provides the technology, tools and resources for professionals to market their expertise, and for Startups to search for advisors.
“Applicant” means every individual that presents a request to join AdvisoryClub as a Startup, Advisor or Simple Member.
“Services” has the meaning defined in section III.
“Admission” means the Applicant acceptance from AdvisoryClub.
“Members” means Startups and Advisors.
“Simple Member” a Participant who is neither a startup nor an advisor.
“Confidential Information” has the meaning defined in section X.
“Forms Library” or “Forms” or “Documents Library” means the information and any other free tools provided by AdvisoryClub in its Platform.
“Users” means any person that uses the platform and its Services.
“Recipient” means a person that receives or is awarded with some information, tool, advice, or information of any kind from the platform or its Members.
“Deliverables” means any information received by the Member.
“Exit” means the Startup termination agreement, after a qualified investment round.
II.I These General Terms and Conditions shall apply to, and will be incorporated into each Contract with AdvisoryClub. No addition, variation, exclusion or attempted exclusion of any term of an Agreement shall be binding on AdvisoryClub, unless in writing and signed by a director or authorized representative of AdvisoryClub. The parties agree that these General Terms and Conditions will prevail over any inconsistent terms contained in, or referred to the Advisor’s engagement, participation of any activity organized or proposed by AdvisoryClub, or that may otherwise be implied by law, trade, custom practice or a course of dealing.
II.II The description of any activity, deliverables, benefit or similar content on the AdvisoryClub website, or advertising material published or issued by AdvisoryClub, is for identification only and does not constitute a right acquired by the recipient. Any typographical or other errors or omissions in such literature, or any other document issued or provided by AdvisoryClub, may be corrected by AdvisoryClub without any liability on the part of AdvisoryClub. The Company reserves the right to provide features, organize activities, admit participation, and moderate its activities at its sole discretion.
II.III For the avoidance of doubt, the advertising material published on www.advisoryclub.com or in its marketing campaigns through email, social media or any other channel, does not represent a binding obligation for AdvisoryClub. The Company may sign partnerships with other companies or connect other websites within the platform, to get the best performance from their services. AdvisoryClub does not warrant, represent, nor is responsible for any of these third parties.
- AdvisoryClub Services
III.I The Company operates a platform at www.advisoryclub.com where a Startup’s founders, Advisors and/or their representatives, can apply to be admitted by AdvisoryClub membership. AdvisoryClub will review each applicant and evaluate his/her admission, at its sole discretion, according to internal company policies.
III.II AdvisoryClub will commit its best efforts to gather excellent alliances with recognized companies, speakers, entrepreneurs, public or private institutions, investors and head funds capitals, and other key partners to develop, improve and boost the performance of its members.
- Access to the Services
IV.I To access and participate in the AdvisoryClub online platform, the Member must become either a registered executive member (as an “Advisor”) or registered Startup member (as a “Startup Member”). Parties must be at least 18 years old to use the Services.
IV.II The Company reserves the right to add or remove some services, activities and features, from time to time which, are only available to members.
The parties will communicate to AdvisoryClub any information, doubt, request, improvement, suspicious activity or any other relevant information that could help the Members to achieve their goals and collaborate within the platform, or that could help to improve the relationship between members and the Services of the Platform.
- Term and Termination
VI.I The initial term of this Agreement shall be for one (1) year, from the date hereof. Thereafter, this Agreement will be renewed automatically and indefinitely for an additional term of one (1) year, until the Parties determine its termination in writing.
VI.II Parties may, at any time and for any reason, terminate this Agreement with at least 60 (sixty) business days notice, in writing.
VI.IIISpecific terms will apply to Advisor and Startups.
- Warranties and Indemnity
The Parties warrant that they have the legal right and authority to enter into this Agreement and fulfill their obligations under the AdvisoyClub Terms; and will comply with all applicable laws in relation to the performance of all Contracts.
- Limitation of Liability
VIII.I Members agree and acknowledge that the level of services provided by AdvisoyClub has the extension of providing a platform, where Advisors and Startups can connect and establish business relationships, mainly, or facilitate participation in the activities promoted by AdvisoyClub.
VIII.II The Company will make its best effort to obtain clear, complete and accurate information from all members and partners. AdvisoyClub can not guarantee that the information provided by its Members will comply with this Terms.
VIII.III It is always up to the Startups seeking advisors, to determine whether it is a fit and if they’d like to move forward with the advisory work.
VIII.IV Ultimately, it is always up to the Advisors, who agree to collaborate with the Startups, to determine if it is appropriate and if they would like to continue with the advisory work.
VIII.V TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE ADVICE, COUNSELLING OR RECOMMENDATION OR ANY OTHER SERVICES PROVIDED BY OR IN CONSEQUENCE OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, NEGLIGENT OR BREACH OF STATUTORY DUTY, INNOCENT MISREPRESENTATION, COSTS OF DELAY, CORRUPTION OF DATA OR INFORMATION, LOSS OF USE OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE. TO THE EXTEND PERMITTED BY LAW, AND IN CASE OF OCCURRENCE, NO ACTION OR CLAIM MAY EXCEED 200 HUNDRED DOLLARS.
VIII.VI The Company has no obligation to monitor or regulate the quality, suitability or content of the deliverables by its Members or Participants and agrees to hold the Company harmless in the event of claims from Advisors, Startups, Simple Members or third parties regarding the services provided through the Platform, directly or indirectly. Advisors and representatives of Startups, hereby declare and guarantee to the Company that the information provided will not infringe or violate the Intellectual Property Rights, or other rights of third parties, and will not contain any content that violates any applicable law, regulation or third party right.
VIII.VII The Advisor and the Startups hereby guarantee that will protect the Company from any claim and will provide all necessary defence, at its expenses, and will give immediate participation to the Company.
- Intellectual Property Rights
IX.I Neither party will acquire any ownership interest in each other’s intellectual property. All deliverables and other information concerning the services provided by or from AdvisoryClub shall be deemed jointly owned by the Company, the Advisor and the Startups with each side free to use such ideas, public prototypes, pitches, names and information as they consider in compliance with applicable law.
IX.II The Company shall have the right to use the Startup logo, tradename and trademark or the Advisor name and profile on its website or advertisement campaigns as a means to identify them as Members, and to otherwise use such items in connection with the purposes of this Agreement. The Company shall use its reasonable effort, to promote and protect the economic interest of the parties, at all times.
IX.III AdvisoryClub allows all its Members to use its brand, logo and public tools for marketing, referral and/or educational purposes. The Copyright citation in favor of AdvisoryClub is mandatory. It is strictly prohibited to collect or obtain benefits on behalf of AdvisoryClub, without its prior written authorization.
- Confidential information.
X.I Confidential information means all confidential or proprietary information or materials in whatever form (and whether or not recorded in writing) including, but not limited to, the Parties performance, Know-how, business secrets or methods, tactics, business policies and procedures, manuals of instructions, sales targets and statistics, market share and pricing statistics, advertising and promotional material, marketing and sales materials and documents, research, lists, names of customers, commercial relationships, personnel information, proprietary technical information, project negotiations, information belonging to a third party that the Parties have access to, supplier lists or other information of a similar nature to the extent not available to the public, and plans for future development, whether or not patented, copyrighted or otherwise protected under applicable law. Confidential information shall also include documents, memory, notebooks, tapes or any other medium, whether or not in readable form, on which confidential information may from time to time be referred to, written, held or recorded.
X.II Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
X.III Obligations of the Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of the Disclosing Party, use for the Receiving Party’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. Receiving Party shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the Disclosing Party requests it in writing.
X.IV U.S. Defend Trade Secrets Act. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
- Data Protection
XI.I The Parties declare to know and undertake to comply with the Data Protection regulation, with its regulatory framework and/or those regulations that may be issued in this regard in the future.
XI.II In particular, the Recipient states that only the personal data of the users and their billing address will be collected, as well as any other information that contains personal data for the sole purpose of performing this Agreement and complying with it.
XI.III The Parties declare that they understand that the legality of the collection, transfer and processing of personal data under the purpose of this Agreement is an essential condition for its execution, who in good faith, understands the corresponding technical and legal advice, to ensure the legality of the purpose and implementation of this Agreement.
XI.IV By entering into this Agreement and/or using the Company’s website, Participants give their consent to share their personal information and agree, that ClubAdvisory collects, stores, uses, shares and transfers the data with third parties.
XI.V AdvisoryClub will not store the data for longer than it is necessary for the purposes for which personal data was processed, based on this Agreement and the improvement of its services. Participants can request the erasure of their information at any time, and the Company will execute it without undue delay at the following email.
XI.VI The Parties will notify and report the Company of any suspicious activity to this email address: email@example.com as soon as possible.
- Conflicts with this Agreement
XII.I The parties declare and guarantee that they are not under any pre-existing obligation, or that may conflict, or in any way be incompatible with the provisions of this Agreement, and the obligations arising from it.
XII.II The information shared by the Members will not infringe any copyright, patent, trade secret or other proprietary right of any prior customer or third party in the provision of the services as a result of this Agreement.
XII.III The Parties acknowledge and agree that they will notify AdvisoryClub of all agreements (for example, non-compete agreements, client non-solicitation agreements, employee non-solicitation agreements, confidentiality agreements, invention agreements, etc.), if so have made, with a current or former customer, or partner, or any other person or entity, that may restrict the ability of Members in relation to this Agreement. The Parties will not enter into any written or oral agreement that conflicts with the provisions of this Agreement, and will notify AdvisoryClub any relevant information or potential conflict that may appear.
- Force Majeure
XIII.I Neither Party shall be liable for default of any obligation hereunder if such default results from a force majeure (which includes, without limitation, governmental acts or directives, acts of God, terrorism, war, insurrection, riot or civil commotion, flooding, or embargoes) which is not within the reasonable control of the Party affected (”Force Majeure”). In such events, the affected Party (the “Affected Party”) shall, without undue delay, inform the other Party (the “Unaffected Party”) of such circumstances together with documents of proof; and the performance of obligations hereunder shall be suspended during, but not longer than, the period of existence of such cause and the period reasonably required to perform the affected obligations in such cases.
XIII.II Should a cause of Force Majeure relating to a material obligation of the Affected Party continue for more than one (1) month, the Parties shall discuss in good faith the performance of each Party’s obligations hereunder.
Parties may not, directly or indirectly, without the prior written consent of the Company, both during this Agreement and during the period of 2 years immediately after the termination date, create a platform similar to the Company, or in any way that unfairly competes with the Company’s business and its business effort.
- No Legal or Business Advice
No information provided by or from the AdvisoryClub platform, including document descriptions, community information, marketing promotion, Advisors deliverables, or any other type of resources, should be considered as the provision of legal or commercial advice, whether in general, or in relation to a topic or case. These materials and information are intended for general informational, support, and educational purposes only. Users or members are responsible for obtaining legal or business advice from their own lawyer or other professional, and should not rely on information provided by the parties without seeking such advice.
- No Attorney-Client Relationship
Neither the availability, operation, transmission, receipt or use of the Forms Library or the Documents is intended to create, nor does it create, an attorney-client relationship or any other relationship. Any information provided in connection with the use of the Forms Library or the Documents is confidential and for the exclusive access of Members.
The Parties declare to know and agree to comply with its applicable tax regulations. NO TAX OR ANY OTHER SIMILAR COSTS WILL BE SUPPORTED BY THE COMPANY.
AdvisoryClub is constantly improving and updating its forms and terms to keep up with developments in the law and in what is “standard” in the market. The Company, at its sole discretion, may choose to change the terms, conditions and operation of the Forms and Documents Library at any time. AdvisoryClub, at its sole discretion, reserves the right to refuse to provide you access to the Library of forms and documents. To the extent permitted by law, you agree that AdvisoryClub shall not be liable to you for loss or damages that may result from our refusal to provide access to the Forms Library or the Documents.
- Suspension of Access to AdvisoryClub Services.
The Company may suspend any use of the Platform Services, remove any content, or disable or terminate any account that AdvisoryClub reasonably and in good faith believes violates these Terms. AdvisoryClub will use commercially reasonable efforts to notify you prior to such suspension or disqualification, unless AdvisoryClub reasonably believes that: (a) it is prohibited to do so under applicable law or legal process, such as administrative agency processes, orders, or orders or from a court, mandates and the like; or (b) it is necessary to delay the notice to avoid imminent damage to the AdvisoryClub services or to a third party. In circumstances where notification is delayed, the Company will provide notification if the restrictions listed in the previous sentence no longer apply.
- Governing Law and Jurisdiction
Litigation should be a last resort. This Agreement and any disputes or claims arising out of its subject matter or formation (including any non contractual dispute or claim) shall be governed by and construed in accordance with New York law.
Each party irrevocably agrees that the courts of New York shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with this Contract, or its subject matter or formation, (including non-contractual disputes or claims).
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
Integration.This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings, if any. This Agreement may not be amended except in writing, signed by both parties.
Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent right.
This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such parties. Each party has signed this Agreement through its authorized representative.