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Onward Accelerator 

Application Terms and Conditions

These Application Terms and Conditions (these "Terms") govern your application to the Onward Accelerator program (the "Program") administered by Think Onward LLC ("we", "us", or "our"). 

If you are agreeing to these Terms on behalf of a company, an organization, or other legal entity, then: (i) you represent and warrant that you have authority to act on behalf of, and to bind, such legal entity; and (ii) for all purposes in these Terms, the term "you" means such legal entity on whose behalf you are acting. 

By clicking the "Submit" button and/or otherwise applying to the Program, you acknowledge that you have read these Terms, and agree to be legally bound by them. If you do not agree with these Terms, then do not click the "Submit" button or otherwise apply to the Program.

1. Definitions. 

1.1. Application Materials. The term "Application Materials" means your application to the Program, together with any information, documentation, or other materials, in any form, including any cap table summaries or pitch decks, that you submit to us as part or in support of your application. 

1.2. Intellectual Property Rights. The term "Intellectual Property Rights" means any rights existing now or in the future under patent law, copyright law, trademark law, data and database protection law, trade secret law, and any and all similar proprietary rights.

1.3. Party or Parties. The term "Party" or "Parties" means, as context permits: (i) you; (ii) us; or (iii) you and us.

2. Representations and Warranties. You represent and warrant to us that: 

  • You have full power and authority to enter into these Terms and to carry out your obligations under this Agreement and the right to convey all licenses and rights conveyed hereunder, including to submit your Application Materials to us;
  • Your performance hereunder does not violate any existing agreement between you and any other person or entity;
  • your Application Materials contain accurate, complete, and current information; 
  • your Application Materials and submission thereof comply with all applicable law; 
  • your Application Materials do not infringe or misappropriate any third party Intellectual Property Rights; and
  • your Application Materials do not contain or incorporate any confidential information, trade secrets, proprietary information, or other sensitive information (and you waive any right to confidentiality regarding the information contained in your Application Materials, including any information that is later determined to contain confidential information, trade secrets, proprietary information, or other sensitive information).

3. Grant of Rights. You grant us, under your Intellectual Property Rights, a royalty-free, non-exclusive, transferable, assignable, sublicensable, worldwide, irrevocable, perpetual license to publish (and otherwise make publicly available), distribute, perform, copy, modify, use, and otherwise exploit your Application Materials for the purpose of evaluating your qualifications for the Program (collectively, the "Use Rights"). You authorize us to (i) grant such Use Rights to relevant parties involved in the evaluation process or that we otherwise determine to be useful in assessing the Application Materials, including ATP Management Inc, and (ii) retain your Application Materials in accordance with our business needs, any of our relevant records retention policy, and legal requirements.

4. Disclaimer of Selection. We have no obligation to select you for participation in the Program. The selection process is at our sole discretion and is based on various factors, including, but not limited to, your qualifications, experience, and suitability for the Program. We reserve the right to reject any application or discontinue the selection process without notice at any time for any reason.

5. Indemnification. You agree to defend, indemnify, and hold harmless us, our affiliates, licensors, and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms, including, but not limited to, any use of your Application Materials in accordance with these Terms. 

6. Further Agreement. You acknowledge that if you are selected and invited to participate in the Program, and you wish to accept such invitation, then you will be required to complete and agree to additional terms and conditions pertaining to such participation. By accepting these Terms, you also accept our Privacy Policy and General Terms and Conditions.

7. Incorporation; Entire Agreement. Except as otherwise expressly incorporated into these Terms by reference pursuant to Section 6 (Further Agreement), these Terms set forth the entire understanding and agreement of the Parties and supersede oral or written agreements or understandings between the Parties as to the subject matter of these Terms. To the extent these Terms conflict with our General Terms and Conditions or any additional terms and conditions or other specific agreements you enter with us, these Terms shall control and prevail. By way of clarification, if the Parties were to execute a separate nondisclosure agreement, the Application Materials shall be governed under these Terms and not such nondisclosure agreement. 

8. Governing Law & Dispute Resolution. Any and all claims or proceedings arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would provide otherwise, and must be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, located in the City of Houston and the County of Harris, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your state or country of residence. You waive any and all objections to the exercise of jurisdiction over you by the courts and to venue in the courts listed above. To the fullest extent by law, each Party hereby irrevocably waives its rights to trial by jury in any claim or proceeding arising out of or relating to these Terms.