These Terms of Service (“Terms of Service”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Client”, “you”) and NeonVest, Inc., doing business as NeonVest (“NeonVest”, “we”, “us”, or “our”). We may revise these Terms of Service from time to time by updating this page. The revised Terms of Service will take effect when they are posted. You are expected to check this page from time to time and to take notice of any changes we may have made, and you acknowledge that by doing so, you have accepted any such changes or amendments for the duration of your status as Client. If the URL changes, we’ll notify you via email.
These Terms of Service also incorporate our Privacy Policy, and all other rules, policies and procedures that may be published from time to time on this page, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you.
RECITALS
A. NeonVest is in the business of providing a platform or medium (the “Platform”) for showcasing unique startups or projects to investors that subscribe to the Platform (“Investors”).
B. Client desires to have their company, or alternatively a project of Client (collectively, the “Project”), presented on NeonVest’s Platform to certain Investors that are relevant for the business (“Supercharger VCs”, or “Mentors”) and to retain NeonVest to perform certain Services (as defined herein).
C. The parties desire to enter into this Agreement to set forth the obligations and responsibilities of each in connection with their contractual relationship.
NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties and covenants herein set forth, the parties hereby agree as follows:
1) SERVICES TO BE PROVIDED. NeonVest shall perform the services as described on Exhibit A, as such exhibit may be amended by mutual agreement from time to time throughout the Term (the “Services”).
2) NEONVEST’S REPRESENTATIONS AND WARRANTIES. NeonVest represents and warrants to Client as follows:
a. Performance of Services. NeonVest will perform the Services in good faith and in accordance with general industry standards.
b. Intellectual Property. NeonVest shall not, directly or indirectly, modify the features or functionality of, copy or create derivative works using all or any portion of, or otherwise reverse engineer or attempt to reverse engineer or derive any source code, techniques, algorithms or processes from the Project without prior written consent. Notwithstanding the foregoing, however, NeonVest may make use of or modify the format of any of Client’s intellectual property as necessary to complete the Services hereunder. This includes but is not limited to, redaction of Client’s direct contact information from links or documents presented to Investors or Supercharger VCs on the NeonVest platform.
3) CONFIDENTIALITY.
a. Definition. The term “Confidential Information” shall mean any information including, without limitation, strategic plans, operational plans, marketing strategy, research strategy, research framework, customer onboarding process, investor base, technical information, computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), and other technical, business, financial and product development plans, forecasts, strategies and information, supplier, dealer and customer lists, information regarding the Services, information regarding the quality of Client’s Project, and all deliverables prepared as part of the Services and all information and data related thereto that either party does not specifically designate as intended for dissemination to the public.
b. Nondisclosure. NeonVest acknowledges that from time to time it may be provided with Client’s Confidential Information. Client acknowledges and agrees that NeonVest may use Client’s Confidential Information as related to the express purpose of performing the Services, including but not limited to descriptions and documents with information and data about the Project, which Client acknowledges and agrees may entail disclosing certain of Client’s Confidential Information to third parties, including the Investors or Supercharger VCs. Subject to the foregoing, NeonVest agrees that neither NeonVest nor its personnel shall, at any time or in any manner, directly or indirectly, use for their own benefit or the benefit of any other person or entity, or otherwise divulge, disclose, or communicate to any person or entity any information concerning any Confidential Information without the prior express written consent of Client. Notwithstanding the foregoing, however, the term “Confidential Information” shall not include information that (i) was already known to NeonVest at the time of its receipt thereof or is independently developed by NeonVest, (ii) is disclosed to NeonVest after its receipt thereof by a third party who, NeonVest in good faith believes, has a right to make such disclosure without violating any obligation of confidentiality to Client with respect to such information or (iii) is or becomes part of the public domain other than as a result of a disclosure by NeonVest in breach of this Agreement. Nothing herein shall prevent NeonVest, or its respective personnel, from disclosing any Confidential Information to the extent such disclosure is (i) required by law or order, or (ii) at the request of any governmental authority. NeonVest agrees only to use Confidential Information for the performance of the Services pursuant to the terms of this Agreement. This covenant of nondisclosure and NeonVest’s liability for breach of such covenant shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, NeonVest may retain copies of such Confidential Information as required by applicable law, or, to the extent such copies are electronically stored in accordance with NeonVest’s retention or back-up policies or procedures (including, without limitation, those regarding electronic communications), so long as such Confidential Information is kept confidential until such time as it is returned to Client or permanently and completely destroyed.
c. Liability for Disclosure. NeonVest acknowledges that each of the restrictions contained in this Agreement relating to the nondisclosure of Confidential Information is reasonable and necessary in order to protect legitimate interests of Client and that any violation thereof would cause irreparable injury to Client. NeonVest agrees that in the event of any violation thereof, Client shall be authorized and entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive relief. The aforesaid rights and remedies shall be the sole remedy to which Client may be entitled for a breach of this clause.
4) TERM AND TERMINATION.
a. Term. Subject to earlier termination as provided below, this Agreement is for the length of the Term as specified in the membership plan Client subscribed to and auto-renews by default. Client is welcome to cancel or terminate anytime by notifying NeonVest via email at surya@neonvest.com; however, there are no refunds for cancellation or termination.
b. Termination – Convenience. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Either party may also terminate this Agreement at any time, effective immediately, if the other party is involved in unlawful or unethical activity.
c. Termination – Client not adhering to responsibilities. NeonVest may terminate this Agreement, with or without notice, if Client does not adhere to or complete responsibilities in a timely manner (as defined in respective correspondences). This includes but is not limited to: sending updated marketing materials upon request, completion of requested information or onboarding questionnaires, or failure to respond to or take calls/meetings with a Supercharger VC when a SuperchargerVC Connection is made. Additionally, it is the Client’s responsibility to ensure all information is accurate and up-to-date.
5) REFUND POLICY.
Except as set out in this agreement, all sales and/or charges are final and there are no refunds for cancellation or termination. The only instance in which Client is eligible for a refund is if NeonVest does not provide Client with the requisite number of Supercharger VC Conversation(s) in a given monthly period. In that case, Client is eligible to request a partial refund, pro-rated to the number of Supercharger VC Conversation(s) not provided during the respective monthly period only if the request is sent to NeonVest via email at surya@neonvest.com within seven (7) days after the end of the respective monthly period.
6) INDEMNIFICATION.
a. Client hereby agrees to indemnify and hold harmless NeonVest, its officers, directors, affiliates, shareholders, customers, and employees from and against any and all liabilities, losses, damages and expenses (including legal expenses) of any kind or character arising from claims threatened or asserted and legal proceedings instituted (a) with respect to the Project (b) in respect of any breach of this Agreement, or (c) any act, omission or misrepresentation of Client, or any other agents, officers or employees of Client.
b. NeonVest hereby agrees to indemnify and hold harmless Client, its officers, directors, affiliates, shareholders, customers, and employees from and against any and all liabilities, losses, damages and expenses (including legal expenses) of any kind or character arising from NeonVest’s gross negligence or willful misconduct.
c. You specifically agree that NeonVest is not responsible or liable for any infringement of another’s rights, including intellectual property rights. You specifically agree that NeonVest is not responsible for any content included in the Service provided by any third party.
7) LIMITATION OF LIABILITY.
a. IN NO EVENT SHALL NEONVEST BE LIABLE TO THE CLIENT FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT NEONVEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT SHALL NEONVEST’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO NEONVEST FOR SERVICES PERFORMED HEREUNDER.
8) NONSOLICITATION / NONCIRCUMVENTION / NONDISPARAGEMENT
a. Client agrees that during the Term, and following the termination of this Agreement, for any reason, that Client, nor any employee, director, officers, members, shareholder, or agent shall not solicit or contact any client or customer of NeonVest with a view to inducing or encouraging such established client or customer to discontinue or curtail any business relationship with NeonVest.
b. Both parties agree, during the Term and following the termination of this Agreement, not to make any written or oral statements or engage in any action that disparages, or could be construed as disparaging, the other party, its reputation, products, services, owners, employees, or officers.
EXHIBIT A
NeonVest Responsibilities
NeonVest will provide one or more of the following services based on the client-selected services:
- Connections to superchargers, mentors and industry superchargers;
- Connections to investors and investor-like organizations;
- Mentorship;
- Strategic, operational and marketing advice;
- Connections to peer organizations and strategic connections.
NeonVest will aim to facilitate engagement between the Client and Supercharger VC(s) through presentation of the Project on the Platform, emails, and other means as necessary, and provide any other value-added services as requested by the Project, and as offered by NeonVest. An Supercharger VC Conversation or Supercharger VC Connection (“Supercharger VC Conversation”) signifies an Supercharger VC that engages in a conversation with Client for the purposes of mentorship and/or feedback, with the interaction facilitated by NeonVest. When facilitating an Supercharger VC Conversation, NeonVest will aim to provide a best-fit match between Client and Supercharger VC based on criteria and/or preferences indicated by Client. However, NeonVest does not guarantee or promise that an Supercharger VC Conversation will meet or satisfy Client’s criteria, though we will try to the best of our ability.
Client Responsibilities
Client will at all times provide up to date strategic, business, financial, and operational materials in order for NeonVest to complete the Service pursuant to the terms of the Agreement. Client will also complete all requested information requests and onboarding forms, as necessary, in a timely manner. Client agrees that it will entertain, at minimum, a brief phone call or meeting with every Supercharger VC Conversation facilitated by NeonVest. Client will report any funding outcomes, regardless of source (whether it be from an Supercharger VC or not), to NeonVest.
