1. Accelerator Program - Terms of Service

The following terms and conditions govern all use of the Newchip Inc. (“Newchip Accelerator”) website, and all content, services and products available at, or through, the Newchip domain newchip.com (the “Website”), including, but not limited to the accelerator program (collectively with the Website, the “Services”).

The Services are offered subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules, policies, and procedures that may be published from time to time on this Website by Newchip (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Services. By accessing or using any part of the Website, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access or use the Services. If these terms and conditions are considered an offer by Newchip Accelerator, acceptance is expressly limited to these terms. The Services are available only to individuals who are at least 18 years old.

Section A – Program

1.   Program Start.  Upon assignment of the Member to their Cohort and communication of their Cohort Launch Date, the Member is entitled to start to receive the Program Services. If a Member is unable to commence on the assigned Cohort Launch Date, the Member may request, prior to the Cohort Launch Date, a one-time change of their seat to a later Cohort. If a request in accordance with the foregoing sentence is approved, the Program Period, Section A(4), will start running anew on the newly assigned Cohort Launch Date. 

2.   Program Services.  The Member is entitled to designate one representative of the Member (i.e. the CEO) (the “Member Representative”), to receive the following program services on behalf of the Member during the Program Period, as applicable. This individual will represent the Member legally as well as in actions in regard to interacting with the Accelerator, its staff, and the community, in addition to its Codes of Conduct and any other terms of this Agreement as specific to actions of the Member. The Member Representative on behalf of the Member shall be entitled to: (i) participation with CEO peers in Mastermind sessions; (ii) opportunities to benefit from strategic introductions and mentorship from experienced entrepreneurs, investors, and industry experts; (iii) access to free and discounted product services from third-party partners; (iv) access to Accelerator community, events, course content, and webinars; (v) access to mentor and advisor platform; (vi) certification as an Accelerator Program graduate upon fulfillment of Graduation Requirements (see Section A(3)); and (vii) any other resources, services, benefits, and features the Accelerator or partners of the Accelerator may provide from time to time in the Accelerator’s absolute and sole discretion (collectively, the “Program Services”). The availability and scope of the Program Services are subject to change from time to time based on what the Accelerator believes are best industry practices to assure the most successful Accelerator Program experience. The Accelerator staff are available to the Member via e-mail and online video Monday through Friday 8AM to 6PM CST except U.S. holidays. During business hours, the parties commit to a goal of 24-hour communications turnaround except in relation to review and or revision of materials, pitch decks, data rooms, or other time-intensive activities such as demo day approvals. The Member acknowledges and understands that the Accelerator shall have no obligation to perform any of the Services hereunder upon the occurrence of the earlier (i) the termination of this Agreement pursuant to Section A(15), or (ii) the end of the Program Period, unless extended pursuant to Section A(7).

3.   Graduation Requirements. To successfully graduate, see the requirements in your signed Accelerator Membership agreement. Otherwise, the requirements default to the requirements of the program per the syllabus at the time of your Cohort Launch Day.

4.   Program Period.  The Accelerator Program will run six (6) full months, starting from the Cohort Launch Day (the “Program Period”) unless otherwise approved by the Accelerator in writing or as extended by this Agreement per Section A(7).

5.   Accelerator Resource Fee. The Accelerator Resource Fee or (the “Resource Fee”) is payable by the Member on or before the Cohort Launch Date unless an Approved Payment Plan or Warrant is extended by Accelerator as part of this Agreement. A minimum deposit may be required upon request by Accelerator in its absolute and sole discretion to secure the Member’s seat in the Cohort, upon signature of this Agreement. The minimum deposit allows the Accelerator to start to secure materials and mentors ahead of Cohort Launch Day. In the event that a minimum deposit is required, the remainder of the Resource Fee is due on the Cohort Launch date, unless otherwise authorized by an Approved Payment Plan. Other payment options are available via the gateway, each of which may incur an additional processing fee, credit terms, or payment plan fees per those providers. If the Member’s payment is returned for insufficient funds, a charge may be added to Member’s next invoice and the total amount due may be increased by $35 USD. Any fees for books or materials shipped to the Member, are non-refundable due to the inability to recover or return shipped books and materials. Accelerator reserves the right to charge late fees of $10 USD per day and/or withhold the Services if the payments corresponding to the Resource Fee or Approved Payment Plan are not received on a timely basis. Members may pay directly through the Accelerator payment gateway. In the event of consecutively failed payments without an approved plan for at least 10 calendar days, services may be suspended, and or the guarantee may be voided at the discretion of the Accelerator Director.

6.   Accelerator Guarantee.  If the Member meets the Guarantee Conditions in their signed accelerator Membership Agreement, the Accelerator Guarantees the Member will receive their individualized Guarantee as described in their signed Membership Agreement during the Guarantee Period, or they may submit a request for a refund; otherwise there is no guarantee. The conditions are as follows: 

(i) Guarantee Conditions: The following conditions must be met to be eligible for the guarantee. (1) The Member must make reasonable efforts to keep track of and must notify the Accelerator of progress regarding Section A(6)(i), and give at least 30 days’ notice of results of Section A(6)(i) prior to the end of each of the Program Period and the Guarantee Period respectively, as well as at least 30 days notice prior to the close of any fundraising round during either period in order for Accelerator to make best efforts to meet the Guarantee. The Member must (2) accept all potential investor introductions and meetings; (3) attend all meetings with investors, Mastermind sessions, and meetings requested with and by members of the Accelerator Team; (4) only miss meetings with an approved written exemption with reasonable notice as outlined in Section A(8)(iv); (5) participate in at least one Demo Day as part of Demo Week, or an approved in writing substitute during the Program Period; (6) meet a minimum of an 80% average score for all quizzes in the program; (7) use Commercially Reasonable Efforts to implement the strategies and measures as recommended to the Member in the Accelerator Program and by the Investor Relations team to achieve A(6)(i) of the Guarantee; and (8) not indicate during the Program Period that they will forgo fundraising or deprioritize fundraising during the Program period, such as through a shift in focus or by a direct decision to cancel or delay fundraising efforts; additionally, if the Member ceases to operate its business or closes a Financing Round during the Guarantee Period, then the Member shall not be entitled to the Guarantee. If notified, and the Guarantee is not fulfilled by the Accelerator by the end of the Guarantee Period, Member may request a refund of paid Accelerator Resource Fees by filling out the program fulfillment request link located at: https://newchip.com/refund_returns/. Member agrees to the accelerator’s process for fulfillment and refunds, and agrees to provide documents and evidence to assist Company in determining if a refund under the Guarantee is due. The process for requesting and receiving the guarantee can include but is not limited to filling out any requested forms (such as a guarantee fulfillment request or refund request form to inform Accelerator and provide the information required to begin processing the request), providing documents such as bank statements to prove ongoing operations, or platform access to the Member’s cap table to determine if any investment has taken place. The Member understands that potential investors must rely on their own examination of the Member and the terms of a proposed offering, including the merits and risks involved when making an investment decision. Accelerator does not represent Member or any other party in sales or transactions of securities and only provides introductions. The Guarantee does not include any assurance of an investment. The Accelerator is neither a registered broker-dealer, investment advisor nor funding portal. Nor is Accelerator, its staff, or contractors compensated on a success basis. Member is required to attend all potential investor meetings made by the Accelerator, however, Member may email [email protected] to receive access to the investor quality assurance submissions form to submit a request for a replacement introduction that may be approved for the following reasons only: (1) the investor that was introduced, as a thesis does not invest in your geography or industry, (2) the investor is not an “active investor” i.e. has not made active investments in 12 months, (3) the investor did not show up to the initial meeting and did not respond to reschedule. Lastly, the Member must also notify the Accelerator of a merger, acquisition, or consolidation once Member is allowed to notify investor stakeholders under associated contracts or letters of intent immediately and agrees that any attempt to circumvent the accelerator’s rights during the process would immediately breach this agreement.

7.   Program Extension.  If the Member does not graduate within the Program Period, the Member may be considered for late graduation and if approved in writing by the Accelerator Director, may become a Delayed Graduate (“Delayed Graduate”). The Additional Program Fee and length of extension for Delayed Graduates shall be decided on a case by case basis. The Additional Program Fee shall be payable upon approval for the Program Extension. There shall be no prorated refund of the Additional Program Fee in the event the Member graduates prior to the end of a month for which an Additional Program Fee was due and payable. The Additional Program Fee covers the costs and efforts that the Accelerator incurs to maintain access for the Delayed Graduates to the Accelerator Program and Investor Relations resources beyond the initial Program Period. Delayed Graduates will be eligible to receive all program Services except Mastermind Sessions which would have concluded for their program.

8.   Member Obligations.  In accordance with the foregoing, the Member agrees to:

i.     Accelerator Attendance.  Actively engage in the Accelerator Program for the Program Period, attend online by video or by phone, be responsible for their own internet access, and agree to attend from stable internet locales in addition to safe conditions (as such any representative will not be allowed to attend while driving a car or in any capacity where it may be unsafe or they are unable to focus 100% or may disrupt others with background noise). 

ii.    Program Core Values.  Abide by the Program Core Values of the Accelerator Program:

  1. Successful CEOs ARE Coachable. The Member agrees to be coachable, open to advice, and open to adapt and grow as a CEO.
  2. Successful CEOs ARE Humble. The Member agrees to own when they make mistakes, are wrong, and seek advice and guidance to improve.
  3. Successful CEOs HAVE Viable Models. The Member agrees to be dedicated to creating a sustainable, legal, and legitimate business model.
  4. Successful CEOs HAVE Stable Teams. The Member agrees to develop the right talent and to make tough decisions as necessary for success.
  5. Successful CEOs HAVE Grit. The Member agrees to develop resilience in the chaos that one experiences in building a successful business.

iii.  Member is The CEO. The Accelerator, its team, and its affiliates cannot and will not “entrepreneur” for the Member, run Member’s company, or make decisions for the Member. During the Accelerator, the Member will meet with experts, mentors, and investors that may offer advice, of which may contradict the advice of each other or the plans of the Member. The Accelerator Program relies on the Member’s dedication, passion, and expertise to succeed as a business outside of the services the Accelerator provides. The Member is responsible for their own decisions and must own the decisions they make and the consequences for those decisions. The Accelerator, its team, and its affiliates are not your attorney, your cofounder, your CFO, or your therapist. Regardless of any decision the Member makes or fails to make, the Member, and its representatives agree not to seek indemnification from the Accelerator, its team, and affiliates.  

iv.   Meeting & Sessions Policy. If a meeting between Member and advisor, mentor, Mastermind, or other services have been scheduled, as mutually agreed upon, Member will join the meeting at the agreed-upon time. Failure by Member to join or being more than 10 minutes late, may forfeit the Member’s right to services and program guarantee except under the notification policy below. If a Member cannot attend a meeting, Member agrees that it is both reasonable, that it is the Member’s responsibility to, and that they will give 24 hours’ notice in advance of the scheduled meetings. The Member understands that a no-show to an investor or partner may harm the reputation of the Accelerator and that the Accelerator must still compensate service providers when the Members no-show the provider without 24-hour notice. Advisors, mentors, coaches, and other service providers reserve the right to terminate the relationship with any Member for any reason or subtract a missed session from a Member’s total sessions. In such circumstances where a relationship is terminated, the Accelerator is not obligated to continue to fulfill said service, however at its option may find an additional mentor or provider if it feels termination was under extenuating circumstances. In the event of illness or serious emergency impacting a Member’s ability to attend sessions or masterminds, Accelerator has the right to decide on whether to re-assign the Member to a new Mastermind or session. There should be zero absences without notice, but we do have a within “reason” policy in that if Member submits evidence after the incident for appeal, (i.e. “Here is a screenshot of a VC who called  me and wrote me a check so I had to miss my Mastermind,” etc.), to [email protected] the appeal will be reviewed and approved or denied at the Accelerators discretion via email.

v.    Code of Conduct.  The Member agrees to communicate honestly, be open to feedback and assistance, and create the time and energy required to participate in the Accelerator Program and to graduate in accordance with the Graduation Requirements. The Member understands they are responsible for creating and managing their own physical, mental, and emotional well-being, decisions, choices, actions, and results in relation to their startup.The Member agrees to communicate honestly, be open to feedback and assistance, and create the time and energy required to participate in the Accelerator Program and to graduate in accordance with the Graduation Requirements. Thus Member agrees to follow the Code of Conduct and not: 

  •     Engage in pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages to the community (commercial or otherwise);
  •     Use the name of the Accelerator or use photographs or illustrations of the Platform, premises, or any trademarks, logos, or other identifiers of Accelerator in any advertising, publicity or for other purposes without Accelerator’s prior written consent;
  •   Defame, abuse, harass, stalk, threaten, commit felony crimes, or otherwise violate the legal rights (such as rights of privacy and publicity) of the Accelerator or others;
  •     Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material or information;
  •   Upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including copyright or trademark laws, or by rights of privacy, or publicity unless the Member owns or controls such rights or have received all necessary consents to do the same;
  •   Use any material or information, including images or photographs, which are made available by Accelerator as a part of the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any party;
  •     Upload files that contain viruses, trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
  •     Download any file(s) that the Member knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
  •     Restrict or inhibit any other user from using and enjoying any service provided by the Accelerator or its affiliates;
  • Violate any code of conduct of other guidelines which may be applicable to any activity in the course of the Accelerator Program, including the building rules for the premises;
  • Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
  • Violate any applicable laws or regulations;
  • Take or copy information belonging to Accelerator, or other Accelerator Program members or their guests;
  • Create a false identity for the purpose of misleading others;
  • Bring additional team members onto the Platform or share access credentials with any other non-approved entity, company, or individual;
  • Use the Platform to conduct or pursue illegal or offensive activities; and
  • The Member agrees that when participating in or using the Platform, the Member will be considerate and respectful of others.

9. Approved Payment Plan. The Member recognizes that payment plans may be extended as a courtesy to ease the financial burden on those that need it, at the Accelerator’s absolute and sole discretion (the “Approved Payment Plans”). The Member further understands that, should an Approved Payment Plan be extended, the full amounts corresponding to the Resource Fee and any applicable fees and/or payment charges are due in their entirety regardless of whether the Member participates in the Accelerator Program or graduates from the Program. The Member should consult an expert such as an accountant or CPA for the proper way to characterize this payment on the balance sheet, but in the Accelerator’s view, this should be treated as an account payable with a payment schedule.

10. Agreement Modifications. This Agreement may only be amended by a written instrument executed by each of the parties hereto.

11. Confidentiality.

i.       Confidential Information.  The Member acknowledges and agrees that during participation in the Accelerator Program that Member may be exposed to Confidential Information. “Confidential Information” means all information, in whole or in part, that is disclosed by Accelerator or its affiliates, or any Member, client, employee, affiliate, guest, invitee, or agent thereof, that is nonpublic, confidential, or proprietary in nature. “Confidential Information” also includes, without limitation, information about the business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of either party or its affiliates, any analyses, compilations, studies or other documents prepared by either party or its affiliates, or otherwise derived in any manner from the Confidential Information and any information that parties are obligated to keep confidential or know or have reason to know should be treated as confidential. “Confidential Information” further includes the terms of this Agreement and the transactions contemplated therein, Members participation in the Accelerator Program, including its processes and procedures and any and all discounts, if received, or Resource Fee paid, the Warrant, and or investments made by Accelerator, its partners, or affiliates; unless authorized otherwise in writing.

The Member and the Accelerator Program are obligated to:

  1. Maintain all Confidential Information in strict confidence;
  2. Not to disclose Confidential Information to any third parties;
  3. Not to use the Confidential Information in any way directly or indirectly detrimental to the owner of the Confidential Information.

ii.      Rights.  All Confidential Information remains the sole and exclusive property of the respective disclosing party. The Member acknowledges and agrees that nothing in this Agreement or participation in the Accelerator Program will be construed as granting any rights to the Member, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Accelerator or its affiliates or any Member or user of the Services, or any employee, affiliate, guest, invitee or agent thereof.

iii.     Consent.  All Confidential Information disclosed by a party hereto may only be used by the other party for the purposes of performing the rights and obligations under this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such disclosing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

iv.     Disclosure.  Notwithstanding anything to the contrary in Section A(11), the Accelerator may disclose Confidential Information relating to the Member to the extent such disclosure is made to the Accelerator’s managers, officers, agents, affiliates, employees, contractors, including advisors, mentors, and masterminds of the Accelerator Program, or any other third-parties the Accelerator deems relevant for purposes of making strategic introductions between the Member and such third party.

12. Member Representations and Covenants. The Member represents and covenants the following:

i.        Capitalization.  Statements of Member as to ownership structure are accurate, and the undersigned Member Representative that is participating in the Accelerator Program is majority owner of the Member (as defined as 51% or more ownership of Member) or that they are able to legally enter into this Agreement. If a Member fails to provide approval within 10 days upon request, the Member Representative agrees to be held personally liable and pay for the entirety of the Resource  Fee. This does not prevent the Accelerator from pursuing damages from the Member due to the actions of the Member Representative.

ii.        Accuracy.  All information provided in the course of the application, interview, and diligence process is truthful, accurate, and current.

iii.     Authority.  The undersigned Member Representative, represents and warrants that he or she has all requisite legal power and authority to enter into and abide by the terms of this Agreement for the Member, and that no further authorization or approval is necessary, and if necessary, it will be completed within 30 days of the signature here. Member and Member Representative further represent and warrant that participation in the Accelerator Program and the fulfillment of the terms of this Agreement will not conflict with or result in any violation of any license, contract, agreement, or other obligation to which Member Representative is a party or are bound. As you are entering into this Agreement on behalf of an entity, Member Representative represents and warrants that Member Representative have all necessary right, authority, and consent to bind such entity to this Agreement including the Warrant. Additionally, if it is discovered later that Member Representative did not have the necessary right, authority, or consent to bind such an entity to this Agreement including the Warrant Member Representative agrees to do so immediately upon discovery and before accepting additional capital from any entity.

iv.      Board Consent.  The Member covenants that if it has a Board, it will produce a completed and duly executed Board Consent in the form attached hereto as Exhibit C to Warrant before being allowed to graduate and complete the Accelerator Program. If such completed and duly executed Board Consent is not produced before graduation, Accelerator Director may allow Member to graduate with written approval, however, the Member agrees to provide the same upon request and within 72 hours or 3 business days upon request or before any change of formation.

13.  Surveillance & Disputes Amongst Members. The Member is advised that the Platform and its community are under surveillance 24 hours a day and the Accelerator will retain records, data, and videos of access to the Platform by the Member, its guests, and any invitees. Accelerator does not control and is not responsible for the actions of other members or their teams. If a dispute arises between a Member and another member, advisor, mentor, or coach, partner, software, service, or contractor, the Accelerator will have no responsibility or obligation to participate, mediate or indemnify any party.

14.  Software Security & Technology Release.  Accelerator does not make any warranties or guarantees about security. It is the Member’s, guest’s, and invitee’s responsibility to secure their own personal computer or device with intrusion detection/prevention software (firewall) and anti-malware. In order to utilize the Platform provided by Accelerator, it may be necessary to install or run software on Members computer or other equipment. Also, from time to time, Accelerator may troubleshoot problems a Member may have accessing the Platform. Member  agrees that Accelerator and its representatives are not responsible for any damage to any Member’s computer or other equipment related to such technical support or downloading and installation of any software. Accelerator and its affiliates do not assume any liability or warranty in the event that any manufacturer warranties are voided, and we do not offer any verbal or written warranty, either express or implied, regarding the success of any technical support.

 15.  Termination.  Accelerator reserves the right to terminate this Agreement along with Member participation in the Accelerator Program, immediately and without notice if the Member violates or fails to comply with any part of this Agreement (“Termination by Accelerator”). No refunds, proration, reimbursements, or surrender or cancellation of the Warrant will be granted to the Member in the event of a Termination by Accelerator.  The Member can terminate the Accelerator Program at any time and without notice, but will not be entitled to receive any refunds, proration, or reimbursements; nor will the Warrant, if applicable, be surrendered or canceled. In the event of cancellation on the Member’s part, any Approved Payment Plans are still obligated to be paid in full to obligated parties and providers. If the Member decides to terminate this Agreement prior to or on the Cohort Launch Day, the Member shall receive a full refund of the paid Resource Fee and the Warrant, if applicable, shall be surrendered by the Accelerator, without exercising its rights thereunder and canceled by the Member. For the avoidance of any doubt, in any such scenario where the Guarantee or Agreement is voided for any reason therein, the Warrant shall not be surrendered nor canceled and shall remain in full effect, unless surrendered in writing. A Delayed Graduate that decides to terminate this Agreement prior to or on the Cohort Launch Day, shall not receive a refund of any paid Resource Fee nor shall the Warrant, if applicable, be surrendered or canceled or .

16.  Exclusion of Incidental Consequential and Certain Other Damages. To the extent permitted by applicable law, in no event will Accelerator or its affiliates, and their past, present and future officers, agents, shareholders, Members, representatives, employees, successors and assigns, jointly or individually be liable for any direct, special, incidental, exemplary, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in the Accelerator Program, the provision of or failure to provide the Services, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Accelerator, and even if Accelerator has been advised of the possibility of such damages.

17.  Lawfulness. Accelerator reserves the right at all times to disclose any information about the Member, Member’s participation in and use of the Accelerator Program as Accelerator deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Accelerator’s absolute and sole discretion. It also reserves the right to share any and all information shared with it in conjunction with Member’s fundraising.

18.  No Unlawful or Prohibited Use. As a condition of your participation in the Accelerator Program, the Member will not use the Accelerator Program for any purpose that is unlawful or prohibited by this Agreement. You may not use the Accelerator Program in any manner that could damage, disable, overburden, or impair the Accelerator, or interfere with any other party’s use and enjoyment of any services offered by Accelerator or its affiliates. You may not attempt to gain unauthorized access to any services, or accounts, computer systems or networks connected to any Accelerator server or to any of the data used or owned by the Accelerator, through hacking, password mining, or any other means. You agree to not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Accelerator Program and that you will not attempt to profit from, subvert, share without written permission, or steal materials or resources from the program.

19.  Warranty Disclaimer, Limitation of Liability.  THE SERVICES, INCLUDING THE SERVICES ACCESSIBLE THROUGH THE PLATFORM, ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE PRECEDING PARAGRAPH, THE ACCELERATOR, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT (I) THE SERVICES (INCLUDING THE SERVICES ACCESSIBLE THROUGH THE PLATFORM) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES (INCLUDING THROUGH THE PLATFORM) WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES (INCLUDING THROUGH THE PLATFORM) IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE ACCELERATOR, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES INCLUDING THE SERVICES ACCESSIBLE THROUGH THE PLATFORM (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE NOT INTENDED TO LIMIT THE LIABILITY OF ANY PERSON UNDER THE FEDERAL SECURITIES LAWS. TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE MONETARY LIABILITY OF THE ACCELERATOR TO YOU OR YOUR EMPLOYEES, GUESTS, AGENTS OR INVITEES FOR ANY REASON AND FOR ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHER LEGAL OR EQUITABLE THEORY WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO ACCELERATOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM ARISING. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING.

20.  Indemnification. The Member shall, to the fullest extent permitted by law, defend, indemnify and hold harmless the Accelerator and each manager, officer, employee, attorney, agent, independent contractor, shareholder, and affiliate of Accelerator (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Member, the Member’s affiliates, shareholders, clients, and prospective investors, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Member. The obligations of the Member under this Section A(20) shall survive termination of this Agreement.

21.  Not a Professional Advisor. Every startup’s journey is different and custom to their team, geography, shareholders, and what professionals investors are willing to invest into. Accelerator is not and does not claim to be a licensed expert or a certified specialist for every Member’s individual circumstances. The Member understands that the Accelerator content is for informational purposes only and Member should consult with their own experts and specialists with regard to tax, accounting, business, or legal matters regardless of any general information received or provided as part of the program. Member acknowledges, understands and agrees that (a) Accelerator is not providing any tax, accounting, business, or legal advice to Member and that Accelerator does not make any representation regarding tax obligations or consequences related to or arising from this Agreement and (b) Member assumes sole liability and responsibility for his or its federal, state and/or local tax obligations or consequences that may arise from or relate to this Agreement and that he or it will not seek any indemnification from or otherwise seek to impose any liability on Accelerator.

22.  Not an Employee; Nature of These Terms.  You are not an employee of Accelerator and your membership or participation in the Accelerator Program does not constitute an employer-employee relationship. This Agreement in no way will be construed as to grant you any title, interest, lease, easement, lien, possession or related rights in Accelerator’s or its affiliates’ businesses, proprietary information, assets, the premises or anything contained in or on the premises. This Agreement creates no tenancy interest, leasehold estate, or other real property or possessory interest in the premises whatsoever. Neither party shall misrepresent our relationship. Additionally, the Accelerator holds no responsibility, nor obligation, nor duty after the completion of services per this agreement.

23.  No Partnership or Joint Venture. The parties to this Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on either of them.

24.  Severability; No Waiver.  If any provision of this Agreement or any other guidelines, terms or rules that may be posted or provided to you from time to time is determined to be invalid, illegal or unenforceable for any reason, the remaining provisions of this Agreement or guidelines, terms or rules will be unaffected and will remain in full force and effect to the extent permitted by applicable law. Accelerator delay or failure to enforce any right, for any reason, does not waive our right to enforce it later.

25.  Assignment.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party.

26.  Dispute; Governing Law; Arbitration.  If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Governing law should be that of the State of Texas, and the venue should be located in Travis County in the State of Texas.

27.  Conflict.  In case of any conflict between this Agreement or other agreements between the parties whether written or verbal until this point, the terms of this Agreement shall govern.

28.  Good Faith. Member shall not, through any voluntary action or inaction, avoid or seek to avoid the observance or performance of any of its obligations under this Agreement, but shall at all times in good faith assist in carrying out of all the provisions hereof and taking all actions as may be necessary or appropriate to protect the rights of the Accelerator, its affiliates, and its partners, under this Agreement against impairment.

29.  Mutual Promotion.  Accelerator and Member may use either name, likeness, and image and quotes, in promotional materials, including press releases, presentations, and client and or customer references regarding the Accelerator Program upon written consent. At the request of either party, any usage within control of the entity will be changed, edited, and or removed within 5 business days of the request. You may request consent via [email protected] The Member does not have to request the consent of usage of any materials found in the media kit as part of the program to announce acceptance into the Accelerator or graduation from it. In reference to this clause, the act of giving a quote, testimonial, and or recording of any video for use of the Accelerator, will count as written consent.

30.  Electronic Signature.  Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement, or document related to this Agreement, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act, and the parties hereby waive any objection to the contrary.

31.  Non-Disparagement. During the course of this Agreement and thereafter, the parties agree that they will not, with intent to damage, disparage or encourage or induce others, to disparage each other, their respective services and products, subsidiaries and affiliates, together with all of their respective past and present directors, employees and officers and each of their successors and assigns (collectively, the “Entities and Persons”), whether orally or in writing, on any social media outlet, such as, but not limited to, Twitter, Facebook, LinkedIn, message boards, third party blogs, YouTube, online or print periodicals. Nothing in this Agreement is intended to or shall prevent either party from providing, or limiting testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative, or legal process or otherwise as required by law. The parties agree that they will notify each other in writing as promptly as practicable after receiving any request for testimony or information in response to a subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law, regarding the anticipated testimony or information to be provided and at least ten (10) days prior to providing such testimony or information (or, if such notice is not possible under the circumstances, with as much prior notice as is possible). Termination of the Member from the Accelerator, including in the event of a refund of any sort, does not release either party from this clause.

Section B – Definitions All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Membership Agreement.

i.      “Accelerator Director” shall mean any individual appointed in a role to oversee the Accelerator and in the title of Accelerator Director, though in their absence, the President or CEO may act in their stead.

ii.      “Accelerator Program” shall mean the fixed-term program in the course of which the Member shall receive the Services under the Agreement.

iii.      Accelerator Staff” shall mean and include the Accelerator and its employees, but exclude contractors.

iv.      “Cohort” shall mean a specific group of designated members participating in the Accelerator Program during the same Program Period.

v.      “Cohort Launch Date” shall mean the date chosen by the Accelerator for the start of Member’s Accelerator Program. If Accelerator has not communicated a Cohort Launch Date at the time of signature of this Agreement, please email [email protected] to receive one. Otherwise, the presumed Cohort Launch Date will be the next immediate cohort.

vi.      Financing Round” shall mean the filing of a Form C, Form D, or Form 1-A with the Securities and Exchange Commission evidencing an offering of securities of the Member.

vii.      Guarantee Period” shall mean 180 days from the end of the Program Period and may be extended for Delayed Graduates. 

viii.      Investment Proposal” and “Term Sheet” shall mean any “reasonable” written offer of any potential investor or entity to purchase securities from the Member. It shall be defined additionally as “reasonable” per the language of the signed Accelerator Membership Agreement as each agreement is personalized in regards to this clause.

ix.      Platform” shall mean the Accelerator’s web-based software and community messaging programs.

x.      Potential Investor Meeting” shall be defined as each initial meeting with potential investors that are the result of the scheduling, communications, and or efforts of the Accelerator and its affiliates to their network of investors; with each unique investor in a meeting counting as an individual meeting up to a maximum of ten.

2. Investor Relations - Terms of Service

The Investor Relations Program is a core part of the Accelerator Program Member experience. The following terms of service govern how our team operates and the expectations from each Member in regard to their interactions with the team:

1. What is Investor Relations?

Our Investor Relations (IR) team is your valuable partner, not a service or vendor (see Commandment 8) in your fundraising efforts during the accelerator program. 

We’re here to collaborate with you to review your comprehensive fundraising strategy, identify high-priority investors to target, and introduce you to relevant investors in our network. 

Consider us your investor matchmakers! Our team has Team Leaders, Associates, and Analysts with varying levels of expertise across 20+ industries and verticals.

They are trained experts at matching companies in the Accelerator with the right investors in our investor network, so trust in us and we’ll be a great team together.

2. What to Expect

You’ve officially made it to IR! You have a functioning product at this stage. You’ve tested and understood your market. You have financials supporting your valuation and raise. Your elevator pitch is less than a minute. You have attended your mastermind sessions, met with mentors and program advisors and have passed the IR Program approval process. And have a presentable data room and deck. You are ready to raise capital and put your hard work to the test!

For some of you, it’s your first venture, and for others, you may be aiming for your next successful exit. Regardless of your story, IR’s responsibility is to take our training, experience, and vast relationships and provide investor intros to improve your fundraising journey.

Fundraising is not always an easy task, especially when it requires you to stand apart from thousands of other startups. All of our investors are actively investing and expect a level of diligence and traction associated with Newchip startups. 

You’ve been accepted into the accelerator because we believe you have what it takes to build something truly unique with the ability to positively impact an industry given a chance, and you’ve made it this far because you are dedicated and will do what it takes to succeed.

That being said, we can’t raise your whole round for you – we’re here as partners to work beside your efforts. You’ll be expected to agree to and complete best practice efforts on your own for the duration of the program and while participating in the Investor Relations Program.

These standard best practice efforts are:

  1. Do outbound efforts on your own via email. You have to send at least 20 BASHO styled emails per week to potential investors (google how to write BASHO/BASHO best practices) [about 3.3 hours/10min per email per week];
  2. Do outbound efforts on your own via LinkedIn. Send at least 20 customized/personalized LinkedIn connection requests per curriculum guidelines per week to potential investors [1.2 hours/4 minutes per investor reach out]. 
  3. Live our program values. To summarize for IR: be humble, coachable, professional, submit to investors all requested diligence documents in a timely manner, and overcome any traction milestones requested to close their investment.

Newchip’s Investor Network

Newchip’s investor network requires opt-in before introducing only those companies that best fit their profile and interests.

We’ve got you covered! The IR team has active relationships with thousands of investors worldwide. Our network includes Venture Capital (VC) groups, Angel Groups, Family Offices, Corporate Venture Capital (CVC), Private Equity (PE) firms, and crowdfunding platforms.

Outside of your charm, our investors and the IR team rely on your hard work to really sell your company:

  • Fully executed and vetted diligence
  • Complete pitch deck
  • Concise and clear elevator pitch
  • Data room and due diligence docs
  • And most importantly your TRACTION!

Types of Investors

There are varying types of investors, and each may have their own investment thesis or company profile they view as a “fit.” Don’t be discouraged. There are over 13 Million accredited investors in America alone and over 137 Billion USD invested per year in Venture Capital. 

There’s enough capital to go around. It will take patience, excellent management skills of your relationships, the ability to be agile and lots, and lots, and lots of pitching until you meet your match. The good news, we are here to be your catalyst. 

It is most common that a round is filled with a mix of investors, so a founder should be open to all investors and maintain their investor CRM for future rounds. This is why it is critical to take all investor introductions, even if an investor tells you that you’re too early for them.

Venture Capital Groups: The most traditional group, Venture Capital companies can range from micro-funds with less than $50M assets under management to full-stack VC firms managing $100B like Softbank Vision Fund. Within a VC, there is often one (or a few) General Partner/Managing Director(s) that will oversee a specific fund. VC’s can have multiple funds at a time, and each fund can have a different investment thesis. The GP can be supported by a group of Venture Partners, Associates, and Analysts depending on the size of the firm. Depending on the investment thesis, VCs can choose to focus on specific go-to-market stages, industries, verticals, and geographies. VCs are more than just sources of capital; they provide expertise, connections, and opportunities that can be immensely useful to you. Choosing the right VC for you is a critical decision as they will be your partner throughout your entrepreneurship journey.

Angel Groups: Angels or Angel Groups are often former entrepreneurs or high-net-worth individuals (HNWI) that are interested in supporting startups in their earliest stages. While often on a smaller scale than a VC firm, these investors can be essential in getting the initial funding needed to qualify for larger funds. These groups can be agnostic, while others focus on specific industries and founders. If we feel you’d be a good fit for a group, we may recommend you apply or facilitate an introduction. Some Angel Groups (i.e., Chemical Angel Network) and other Funds have their own office hours or mentoring sessions. These are great opportunities to gain access to their group without the potential of getting screened out, as these are meant to be inclusive opportunities.

Family Offices: Family Offices are legal entities that represent the financial interests of one or multiple ultra-high-net-worth families (generally >$100M AUM). These offices coordinate the families’ wealth management, tax planning, and governance initiatives and can be led directly by a family member or an independent financial advisor. Family Offices invest capital across a multitude of asset classes and can have very particular or broad investment criteria. For the entrepreneur, Family Offices are a great hybrid between Angels and VC as they can deploy greater amounts of capital than angels without the more structured approach of a full fund.

Corporate Venture: Corporate Venture Capital (CVC) funds are often semi-independent arms of large companies that invest in startups that are directly or tangentially related to the company’s business. For example, Salesforce Ventures invests in cloud enterprise software companies that can augment, expand, or even directly compete with their platform. In a more indirect example, GM may invest in a machine learning platform to gain insights into the industry before investing fully into autonomous vehicles or the like. CVC funds can be great partners for entrepreneurs as they can provide industry expertise, access to their distribution channels or even create a joint venture partnership or acquisition later on.

Private Equity Firms: Traditionally, private equity (PE) firms would only invest in matured companies in the late stages of Venture Capital (Series C to IPO). However, recently PE firms are showing a greater appetite for early stage startups through Growth Equity/Capital funds. Growth Equity generally seeks startups that already have proven product-market fit and just needs additional capital infusions to massively accelerate their operations. PE firms also provide expertise in global expansion, mergers and acquisitions, and reaching an IPO.

3. What’s in it for Newchip?

We get to be matchmakers! Working with incredible founders and having the opportunity to play a role in your journey, and understanding our investor needs is what we get out of it! 

Newchip believes wholeheartedly in opening doors on a global scale to help Founders reach the next step in their fundraising efforts and close on capital. Our team has been in your shoes before, and we want to help you succeed!

It’s important to note that traction begets traction and that raising capital is a domino effect, not a shotgun spray. Every investor you close will increase the likelihood of each subsequent investor, to include us investing in your round. 

As you “circle” up the round at the closing note that:

  • Newchip does not get part of any investment deal (no commissions or success fees)
  • It’s entirely FREE for investors to get full access to Newchip’s startup ecosystem
  • We only invest ourselves in the top percentile of startups alongside a circled up round

4. What will IR do for me?

  1. During our first call, we take 30 mins to host a mock pitch, review, and ask questions on diligence:
    1. Pitch deck
    2. Watered down (non-confidential) data room includes financials
    3. Elevator Pitch (up-to-date company summary)
    4. IR readiness
    5. Investor Fit
  2. If necessary, we provide feedback on how to improve the 4 main criteria. 
  3. After our call, your IR point of contact will curate a list of investors that best match your profile. 
  4. If improvements were requested, we begin introducing your pitch deck and startup details to our investor network once delivered. 

Suppose an investor shows interest in meeting with you. In that case, we either make a direct introduction via email or Office Hours as outlined in Program Requirements. 

5. IR Ten Program Commandments 

While we understand the value IR can bring to a startup, we have to set clear limits and expectations of what IR can and cannot do as part of this pledge:

IR is unable to be or do any of the following for our startups:

  1. We’re Not Your Strategic Advisors or Mentors:
    While we help connect you with investors, we can’t tell you how to run your business, run it for you, “define” what your valuation is for you, or provide any legal or financial advice. Our focus is making as many introductions as possible and nurturing those relationships. We cannot direct how to develop your go-to-market strategy across sales, marketing, and business development. This is why we require a high course completion rate and you must pass the Investment Readiness Exam and data room prep to enter the IR Program. If you have any questions on how to do any of the above, your Venture Fellows, Mentors, and Program Advisors are there to help.

  2. We Cannot Commit to Daily or Weekly Meetings:
    Because we have relationships with our investors, an initial introduction call with you is enough to make the introduction to an investor and get feedback on whether they want to move forward. Remember everything in your company should be transparent and listed in your deck and data room. We will also have your profile on hand and have done some research on you before our initial call. Your time as a founder is already packed and each member of our team manages at least 50 startups making 1,500+ introductions per year; so it’s critical to have effective communications and meeting cadence. The IR team meeting cadence is once per month and only more than that if you have a major traction milestone that you’ve accomplished.

  3. We Cannot Force Investor Introductions or Meetings:
    Newchip is actively engaging with new investors daily, sometimes an investor is hard to reach, and as much as we’d like to, we cannot guarantee a meeting with a specific investor. We will try if there’s an alignment! It’s all about the traction. If you have the traction but don’t have the network for the investor, we will be able to make that introduction unless the investor declines the introduction, of which we will not always be able to tell you due to anonymity.

    We value all the investors in our network. We cannot force an introduction if they do not want to meet with you or if you do not meet their traction requirements2. We encourage you to share a list of ideal investors. However, it is not our priority to reach out to the specific list you have in mind and often if we do and they do not want to meet currently, we will just tell you we can’t make that intro at this time.

    Our team operates on a double opt-in basis; which means an investor has to opt-into meeting with you. What you see on your end is only a fraction of the actual outreach and meetings being performed by our team. Most investors will pass on your deal, and of those, most investors as a policy; do not share feedback directly with founders that they pass on.

  4. We Cannot Promise Your Target Investor Will Invest Even if You Meet Them:
    If our team introduces you to a Tier 1 VC, that does not mean they are guaranteed to invest in you. We recommend that startups take the capital opportunities that they can get based on interests. We’re not a magic pill and we don’t have control over who investors invest in (as much as we wish we did!). What we can promise is that you’ll meet investors that want to meet with you and if you follow our processes, have traction, and hit your milestones, investors will make offers to invest in you.

  5. We’re Not Your Financial or Valuation Advisors:
    Throughout the accelerator, you will be working on your business plan, setting targets, diving into financials, justifying your  proposed use  of investment funds, and fundraising strategy. The IR Program is there to validate the work you have been doing and to refer you to additional resources to develop investor readiness as needed. Your responsibility is to prepare for the IR Program and view the IR team as a potential investor that is making introductions, not your personal financial advisor.

  6. We’re Not Your Pitch Coaches:
    Come to IR prepared. Lean on our Founder Success Managers (FSM), Mentors, Pitch Coaches and Venture Fellows as much as you can before reaching IR. We will give you our general thoughts on your pitch and deck from our trained perspective during our introduction meeting or office hours that you attend and we will share anonymous feedback from investors when we gather it. The Newchip program offers daily pitch deck reviews or pitch practices. Find more information on the Event Calendar.

  7. We Can’t Provide Specific Investor Feedback:
    Historically investors enjoyed giving feedback to startups. However, investors have become much more reluctant to provide direct input to startups in the last few years due to poor experiences and at times aggressive retaliation from founders for feedback they don’t agree with. An investor may tell you that you’re fantastic and never respond again and to us may say they are not interested, but didn’t want to burn a bridge. The feedback we give you is often a culmination of input from our team and investors who received your materials and chose to instead provide direct feedback anonymously. It’s important to remember that anything but a “yes” or “come back with X traction”, is always a “no”. There’s a saying, take everything with a grain of salt, apply what sticks, and ignore what doesn’t stick – treat input the same way. Lastly if nobody is investing in you and everyone is giving the same feedback, it is 9/10 times right.

  8. We’re NOT Your Personal Sales Team
    Newchip’s Investor Relations team is here to help facilitate introductions to relevant potential investors. They are not your personal sales team and will not be responsible for pitching for you or closing on funding for you. As part of this pledge and being in the program you commit to a best practice approach and agree to commit to ultimately being responsible for your fundraising efforts. The minimum best practice efforts expected on your end are to send at least 20 personalized investor emails and messages (i.e. sent on your own every week).

  9. We Can’t Commit To You If You Don’t Commit To Your Goals (or Misrepresent Data):
    If you present to us or an investor that we make an introduction to, any projections, whether in a deck or data room that you can’t commit to achieving, that you don’t actually accomplish, or that are inaccurate; it’s not only extremely unlikely that we will be able to re-engage an investor to have another call or commit to you, we will have to revisit your participation in the program. We take securities fraud seriously – accidents do happen but our guarantee is only valid if you meet your projections and traction milestones; and don’t lie or misrepresent data to us about past or future funding, revenue or traction.

  10. If You’re Waiting on A Major Milestone We Won’t Waste Your Time:
    If we’ve already circled up feedback from numerous investors, shared that with you, and they all need to see a specific traction or milestone to commit (or move forward), it’s best practice for you to focus on that milestone. This commandment also comes into effect if you pivot your company. If you pivot, it takes time to refocus and we consider a pivot the same as pausing fundraising. If either happens, we will put your program on pause (the guarantee timeline as well), schedule a meeting for when that milestone will be completed, and once you’ve hit that milestone, we will restart full-steam ahead with new investors while circling back with the prior rounds’ intros. 

6. IR Program Paused Participation & Program Disqualification

Your reputation and image are two of the pillars that grab an investor’s attention during the first few minutes of engagement. Often, an investor will decide if they are interested in investing in you during the first 15 mins of a conversation, and extra time with you is spent on diligence. 

If you do not meet the requirements to be in the IR Program, i.e., incomplete deck and/or pitching skills need substantial improvement, we will ask that you return to your Founder Success Manager and work on these changes before we make introductions (and will potentially hold off on your guarantee period or pause it). 

If paused, you can always return to IR once your Client Success Manager (CSM) re-approves you overcoming the milestone or deficit that investors want to see you accomplish to move forward in your deal, with the full backing of the IR Team.

Don’t be discouraged about the process. This level of diligence will benefit you and help position you even better to an investor when you are re-approved.

Program Pausing & Re-Activation

The following activities will lead to the IR Team pausing your participation in the IR Program and pausing your Guarantee period until you are re-approved for IR. If paused for the following, you’ll have the opportunity to unpause and continue after addressing any deficits:

  • Low Presentation Quality: Poor investor presentation, an incomplete (non-confidential) data room, unsatisfactory pitch deck materials, inability to answer questions about your company, i.e., GTM strategy, 5-year projections, previous returns, etc.
  • Non-Responsiveness. Not responding within 3 business days to: any email from the IR team to you, any investor introduced by IR, and any request for more information or additional diligence from an investor.
  • Missed Milestones & Pivots: Not hitting a projection or milestone as presented in your deck or roadmap. Any change of the business plan, i.e., pivoting the business strategy, changing the fundraising milestones (amount needed, round sizes, pausing fundraising at any point, closing a round of funding, and pivoting company direction).

Program Disqualification & Removal

Any of the following conduct is grounds for disqualification of any guarantee and up to removal from the IR Program; and may include full removal from the Accelerator Program depending on the severity of the behavior as decided by the Founder Success Team:

  • Conduct Not in Line With Our Core Values – including any aggressive, manipulative, blackmail, or unprofessional behavior to also include any form of harassment toward any investor, member of our team, or any member of our network.This additionally includes: 
    • Deception. Discovery of fabricated data or potential securities fraud by the Member, by any member of our team or the network.
    • Criminal Activity. Any criminal felony or fraud charge of the Member’s founder or cofounders, or the company itself.
  • Declining Meetings. You may not decline any investor introductions at any point of time except wherein the meeting is within 48 hours (i.e. less than 48 hour notice on our end). 
  • No shows. You may not miss any meetings set up by our team that you have been invited to and accepted without a 24 hour notice of reschedule. We understand everyone is busy, and emergency situations happen. We simply ask for open communication so we can adequately respond in these situations and have your back. 
  • Ghosting Newchip IR. Not responding to Newchip outreach within the span of 14 business days. This is important as we may require critical information to make an investor introduction.
  • Ghosting an Investor. Not responding to an investor introduction within a span of 7 business days. 

The most critical part of the experience is RESPECT for the IR Team and our Investors. If you disrespect or mistreat any member of our team or an investor, you will not pass go, you will not collect $200 as they say in Monopoly- instead, you will be kicked out of the accelerator program.

These program requirements are part of our graduation requirements and you understand they are designed to best position you for success with our investor network.

Our goal is to provide clarity and transparency to the code of conduct and other guidelines from the Member Contract as it pertains to the function of the Investor Relations Team and your relationship with it and our investor network.