THE RISE OF PRIVACY TECH INNOVATORS
EARLY-STAGE MEMBERSHIP AGREEMENT
The Rise of Privacy Tech, a PIX LLC venture (known hereafter as “TROPT”), is an initiative to bring together privacy tech founders, investors, experts, and advocates. TROPT’S mission is to fuel privacy tech and innovation.
This Membership Agreement (known hereafter as the “Membership Agreement” or “Agreement”) is entered into between the sponsor named on the signature page hereto (known hereafter as the “Member” and “you”) and TROPT for the TROPT Innovators Early-Stage membership program. This Membership Agreement is effective on the date Member signs up for the TROPT Innovators Early-Stage membership online, which includes agreeing to this Membership Agreement (known hereinafter “Effective Date”). TROPT and Member agree as follows:
TROPT INNOVATORS MEMBERSHIP
The TROPT Innovators membership program has several tiers. Member specifically signs up for the TROPT Innovators Early-Stage tier (“Membership”). The Early Stage tier is available only to pre-seed and seed privacy tech startups. Member certifies that it is a pre-seed or seed privacy tech startup.
TROPT OBLIGATIONS AND MEMBERSHIP BENEFITS
TROPT will make available to Member the following Membership benefits:
- Industry research and workshops.
- TROPT will invite Member to participate in TROPT’s industry research and workshops, including soliciting Member’s feedback on TROPT’s privacy tech landscape white paper; and
- TROPT will provide Member a voice in TROPT industry research initiatives by seeking Member’s input on such initiatives.
- Thought leadership opportunities.
- TROPT will inform Member about TROPT event call for speakers.
- Brand amplification.
- TROPT will feature Member as a TROPT Innovators member in TROPT’s social media channels;
- TROPT will feature Member as a TROPT Innovators member in TROPT’s newsletter; and
- TROPT will feature Member as a TROPT Innovators member in TROPT’s .
- Networking & relationship building.
- TROPT will invite Member to the TROPT Innovators monthly networking socials; and
- TROPT will invite Member to TROPT’s Slack community group, or any replacement community platform.
- Other perks. TROPT may offer Member additional benefits, as they become available. These may include but are not limited to credits from privacy tech startups, a strategic privacy communications resource, and TROPT privacy tech office hours.
- Industry research and workshops.
- Member will pay the nob-refundable amount of five thousand U.S. dollars (5,000 USD) (“Membership Fee”) to PIX LLC. TROPT reserves the right to change the review fee amount after the first membership year.
- Member will pay the Membership Fee specified in this Agreement, which is based on membership subscription purchased, and not on actual usage. On the Effective Date, Member payment obligations are non-cancelable and fees paid are non-refundable
- Member will authorize two (2) individual authorized representatives for the purpose of the Membership.
- Member will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the TROPT Innovators Membership benefits, TROPT community portal, services, and content (“TROPT Assets”), and notify TROPT promptly of any such unauthorized access or use, (ii) be responsible for Member’s authorized user’s compliance with this Agreement, (iii) include TROPT’s trademark and copyright notice provided on the material(s), and (iv) use the TROPT Assets only in accordance with this Agreement and applicable laws and government regulations, (v) not use the TROPT mark, logo, trade name or trademark without express written permission.
- Member will not (i) permit direct or indirect access to or use of any TROPT Assets in a way that circumvents a contractual usage limit of sharing the materials with anyone outside of Member’s authorized user(s), (ii) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iii) use a Service to store or transmit malicious code, (iv) interfere with or disrupt the integrity or performance of the TROPT Assets or third-party data contained therein, (v) attempt to gain unauthorized access to any TROPT Assets or TROPT’s related systems or networks, (vi) sell, resell, license, sublicense, distribute, make available, rent or lease any TROPT Assets in a service bureau or outsourcing offering, (vii) copy TROPT Assets or any part, feature, function or user interface thereof, except as permitted herein, (viii) frame or mirror any part of any TROPT Assets, other than framing for Member’s own internal business purposes, (ix) access any TROPT Assets in order to build a competitive product or service or to benchmark with a Non-TROPT product or service, or (x) reverse engineer any TROPT Assets (to the extent such restriction is permitted by law). Any use of the TROPT Assets in breach of this Agreement, by Member or its authorized users that in TROPT ’s sole judgment threatens the security, integrity, or availability of TROPT Assets, may result in immediate suspension or termination of Agreement.
- If TROPT is required by a licensor to remove content, or receive information that content provided to Member may violate applicable law or third-party rights, TROPT may so notify Member and in such event Member will promptly remove such content from Member’s systems and notify Member’s authorized users of the same. If Member do not take required action in accordance with the above, TROPT may disable the applicable content, and/or services until the potential violation is resolved.
MEMBER TRADEMARKS AND MATERIALS
- Member agrees and understand that TROPT may identify Member as a TROPT Innovator member and use Member’s name and/or logo on TROPT marketing materials including TROPT websites, social media accounts, and flyers for promotional purposes.
- Subject to the terms and conditions of this Agreement, Member grants TROPT the right to use the Member’s trade names, logo designs, trademarks, and company descriptions as provided in Member marketing materials. These assets may be used in any medium of advertising, promotional products, or marketing materials distributed solely in connection with the TROPT Innovators Membership. TROPT agrees to use materials according to Member’s trademark usage guidelines where previously provided by Member to TROPT.
- Member agrees to provide TROPT the required materials for TROPT Innovators Membership purposes, which may include Member’s logo file(s) and Member’s preferred one-sentence tagline, if any; and Member’s designated representative(s) for the TROPT Innovators Membership.
TROPT retains sole ownership and intellectual property rights to the TROPT Innovators Membership features, its content, services, community portal, as well as to all TROPT intellectual property, and anything developed by TROPT and delivered to Member under this Agreement. No rights are granted to Member hereunder other than as expressly set forth herein. Member has the right to access and use applicable membership perks and features subject to the terms of this Agreement. Member grants to TROPT a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into TROPT’s services any suggestion, enhancement request, recommendation, correction or other feedback provided by Member or authorized users relating to the operation of TROPT’s services.
- Member will indemnify, defend, and hold TROPT harmless from and against any claims relating directly or indirectly to, or arising out of, content posted on the Member’s respective website, use of Member materials, use of Member’s logos and trademarks, or Member’s membership in the TROPT Innovators.
- TROPT will not be responsible for damage to or loss of property belonging to the Member, its employees, contractors, or agents or for personal injury to the Member’s employees, contractors, agents, directors, or invitees except to the extent that claims may be solely and directly attributed to willful misconduct or gross negligence of TROPT and TROPT‘s employers, directors, or officers.
- Member will give TROPT prompt written notice of any suit or claim that comes within the purview of these indemnities.
LIMITATION OF LIABILITY
In no event shall either TROPT or Member be liable to the other party for any consequential, incidental, indirect, or punitive damages regardless of whether such liability results from breach of this Agreement, breach of warranties, tort, strict liability, or otherwise.
MEMBERSHIP TERM, RENEWAL, AND TERMINATION
- The Agreement term will commence on the Effective Date for one (1) year (the “Term”).
- TROPT may terminate this Agreement at any time for any reason. In the event that TROPT terminates this Agreement for any reason other than Member’s breach of Agreement, TROPT shall issue Member a partial refund of fees paid by Member for the balance of the Term.
- Member may terminate this Agreement for breach of Agreement by TROPT after giving TROPT at least thirty (30) business days prior written notice specifying the nature of the breach and giving TROPT at least twenty (20) business days to resolve such breach.
- Upon expiration of the Term or termination of the Agreement for any reason, Member immediately forfeits any and all license rights and must cease any use, delivery, reproduction, and/or distribution of content, of services and/or TROPT intellectual property, associated material, and cease accessing the TROPT community platform, internal systems, platforms, intranets, databases, and notify Member’s authorized users of the same. Reproduction and/or distribution may include, but is not limited to, display of content, direct and/or related materials in or on internal systems, platforms, intranets, databases.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent, which shall not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, with notice to the other part, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
RELATIONSHIP OF THE PARTIES
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries under this Agreement.
By signing up for , entrant agrees, on behalf of themselves and their Company, that TROPT and its agencies may use entrant’s name and/or likeness, the name and logo of the Company, and the Submission materials for purposes of advertising and promotion without additional compensation, unless prohibited by law.
PRIVACY AND DATA PROTECTION
Member acknowledges and agrees that TROPT may collect, store, share and otherwise use personal information provided during the Membership, including, but not limited to, authorized user(s)’ name and email address(es). TROPT will use this information in accordance with its Privacy Statement at –statement/, including for administering the Membership. TROPT may also use this information to assess whether a Company is eligible for any of TROPT’s other programs and services, including any privacy tech product discounts, special offers, and upcoming event information. Member’s individual authorized user(s) have the right to request access, review, rectification, or deletion of any personal information held by TROPT in connection with the Membership by writing to TROPT at this email address: [email protected]
Member agrees to comply with applicable data protection laws in processing any personal information that Member collects through the course of the Membership, including from TROPT events, TROPT community portal, and any other TROPT Assets. TROPT will not be sharing or selling any personal information with Member under this Agreement.
UPDATES TO THIS AGREEMENT
TROPT reserves the right to update the Agreement at any time. All updates will be posted on the TROPT website: earlystage-membership
FORUM AND RECOURSE TO JUDICIAL PROCEDURES
This Agreement shall be governed by, subject to, and construed in accordance with the laws of the State of California, United States of America, excluding all conflict of law.
If any provision(s) of these Terms are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. To the extent permitted by law, the rights to litigate, seek injunctive relief or make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with the Membership are hereby excluded, and all entrants expressly waive any and all such rights.
You agree that exclusive jurisdiction for any dispute, claim, or demand related in any way to this Agreement will be decided by binding arbitration. All disputes between you and TROPT of whatsoever kind or nature arising out of this Agreement, shall be submitted to a third–party arbitration provider of TROPT’s choice for binding arbitration under the arbitrator’s terms therein in effect in the San Francisco Bay Area. The parties agree to share equally in the arbitration costs incurred.
- This Agreement will supersede any or all prior oral or written forms of understanding between Member and TROPT. This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this Agreement shall be effective unless in writing and signed by both parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
- The terms and conditions of this Agreement shall not be divulged to any third party without prior written approval from both parties.
- In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. Any notice shall be given in writing by first class mail, fax or electronic mail and addressed to the party to be notified at the address below, or at such other address, fax number or e-mail address as the party may designate by 10 days’ advance written notice to the other party.
- If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
You may contact TROPT about this Membership by sending an email to [email protected]