Peachscore Accelerator Program Terms and Conditions:

Overview
The Peachscore Accelerator Program (“Program”) is a program offered by Createnu Ventures Inc. DBA Peachscore (“Peachscore”) to assist startups in pre-seed, seed and series A stages (“Startups”) in developing their businesses. By applying to the Program, the Startup agrees to be bound by these Terms and Conditions.

Eligibility
To be eligible for the Program, the Startup must be in pre-seed, seed, or series A stages. Peachscore reserves the right to determine eligibility and to reject any application for any reason.

Program Benefits
The Program provides Startups with access to the following benefits:

• Mentorship from experienced investors, entrepreneurs and industry experts
• Access to Peachscore's network of investors, customers, and partners
• Virtual workshops without the need to travel to a certain physical location
• Educational and networking events
• Exposure to media and press opportunities
  
  

1. Accelerator Program and Conditions.
Upon assignment of Member to specific Cohort and communication of Cohort Launch Date, the Member is entitled to receive the Services performed under the Accelerator Program by Accelerator. If a Member is unable to commence on the assigned Cohort Launch Date, you may request, prior to the Cohort Launch Date, a one-time change of your seat to a later Cohort. If a request in accordance with the foregoing sentence is approved, the Program Period will start running anew on the newly assigned Cohort Launch Date. 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 Agreement, or (ii) the end of the Program Period, unless if extended.

2. The Program Services.
The Member is entitled to designate one representative of the Member (i.e. the CEO) (the “Member Representative”), who will be entitled to receive the following program services, as applicable: (1) participation with peers in mastermind sessions; (2) education by experienced executive officers of start-up companies and investors; (3) mentorship by experienced entrepreneurs or investors on business and fundraising issues; (4) opportunities to benefit from strategic introductions; (5) discounted and/or free product services by third party providers; (6) access to and use of Accelerator’s Platform, including webinars and course content; (7) access to mentors and advisors; (8) certification as an Accelerator Program graduate upon fulfillment of Graduation Requirements; and (9) 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, at the Accelerator’s absolute and sole discretion, 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 M-F to Members by e-mail and online between scheduled sessions as time permits with a goal of

24-hour communications turnaround, except in relation to review of materials, pitch decks, data rooms, or other time-intensive activities.

3. Program Period.
The Accelerator Program will run (3) full months, starting from the Cohort Launch Day (the “Program Period”) unless otherwise approved by the Accelerator in writing or as extended by the Agreement.

4. Member Obligations. 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 is responsible for creating and implementing their own physical, mental and emotional well-being, decisions, choices, actions, and results. In accordance with the foregoing, the Member agrees to:

a. Accelerator Attendance. The Member agrees to engage in the Accelerator Program for the Program Period. The Member shall attend online by video or by phone. The Member shall be responsible for their own internet access and agrees to attend from stable internet locales in addition to safe conditions (as such the member 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%).

b. Program Core Values. Member Representative will be required to abide by the Program Core Values of success of the Accelerator Program:

I. We believe successful CEO’s ARE Coachable. The Representative agrees to be coachable, open to advice, and open to adapt and grow as a CEO.

II. We believe successful CEO’s ARE Humble. The Representative agrees to own when they make mistakes, are wrong, and seek advice and guidance to improve.

III. We believe successful CEO’s HAVE Viable Models. The Representative agrees to be dedicated to create a sustainable, legal, and legitimate business model.

IV. We believe successful CEO’s HAVE Stable Teams. The Representative agrees to develop the right talent and to make tough decisions as necessary for success.

V. We believe successful CEO’s HAVE Grit. The Representative agrees to develop resilience in the chaos that one experiences in building a successful business.

(NOTE: Remember that the Accelerator Staff is here to work with you through any issues or challenges you have, however, we cannot and we will not “entrepreneur” for you. No matter how much we work, the Accelerator Program relies on your dedication, passion, and expertise to succeed as a business outside of the services we provide.)

c. Meeting & Sessions Policy. If a meeting between Member and advisor, mentor, Mastermind, or other services have been scheduled, as mutually agreed upon, Member will call the designated phone number or join the designated video call room at the agreed-upon time. Failure by Member to call such number or being more than 10 minutes late, will forfeit the Member’s right to such a meeting and program guarantee except under cancellation policy below. If a Member needs to cancel a meeting or cannot attend, Member agrees that it is the Member’s responsibility to and that they will give 24 hours in advance of the scheduled calls/meetings for cancellation/inability to attend. Member agrees and understands that Accelerator must still compensate service providers when Members no-show and that a no-show to an investor or partner may harm the reputation of the Accelerator. 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. There should be zero absences without notice but we do have a “reasonable” reason policy if you submit evidence of it after the fact (i.e. “a VC called me and wrote me a check so I had to miss,” etc.)

d. Program Code of Conduct. You agree that for the term of Agreement and Services, you will not:

I. Engage in contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);

II. 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;

III. 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;

IV. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material or information;

V. 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 you own or control such rights or have received all necessary consents to do the same;

VI. 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;

VII. 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;

VIII. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

IX. Restrict or inhibit any other user from using and enjoying any service provided by the Accelerator or its affiliates;

X. 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;

XI. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

XII. Violate any applicable laws or regulations;

XIII. Take or copy information belonging to Accelerator, or other Accelerator Program members or their guests;

XIV. Create a false identity for the purpose of misleading others;

XV. Bring additional team members onto the Platform or share your access credentials with any other non-approved entity, company, or individual;

XVI. Use the Platform to conduct or pursue illegal or offensive activities; and

XVII. You agree that when participating in or using the Platform, you will be considerate and respectful of others.

 

5. Modifications.
The terms and conditions may only be amended by a written instrument executed by each of the parties hereto.

 

6. Confidentiality.
a. Confidential Information. You acknowledge and agree that during your participation in the Accelerator Program you 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 Accelerator or its affiliates, any analyses, compilations, studies or other documents prepared by Accelerator or its affiliates, or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential. “Confidential Information” further includes the terms of the Agreement and the transactions contemplated therein, your participation in the Accelerator Program, including its processes and procedures and any and all discounts, if received, or Accelerator Resource Fee paid, the Warrant, and or investments made by Accelerator, its partners, or affiliates; unless authorized otherwise in writing.

Your participation in the Accelerator Program obligates you 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.

b. Rights. All Confidential Information remains the sole and exclusive property of the respective disclosing party. You acknowledge and agree that nothing in the Agreement or your participation in the Accelerator Program will be construed as granting any rights to you, 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.

c. 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 the Agreement and, except as may be required in carrying out the terms of the 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.

d. Disclosure. Notwithstanding anything to the contrary, the Accelerator may disclose Confidential Information relating to a 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, in its absolute and sole discretion, for purposes of making strategic introductions between the Member and such third party.

7. Member Representations and Covenants.
Member represents the following:

a. 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 the 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 Program Fee. This does not prevent the Accelerator from pursuing damages from the Member due to the actions of the Member Representative.

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

c. 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 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. You further represent and warrant that your participation in the Accelerator Program and the fulfillment of the terms of Agreement will not conflict with or result in any violation of any license, contract, agreement, or other obligation to which you are a party or are bound. As you are entering into Agreement on behalf of an entity, you represent and warrant that you have all necessary right, authority, and consent to bind such entity to Agreement including the Warrant. Additionally, if it is discovered later that you did not have the necessary right, authority, or consent to bind such entity to Agreement including the Warrant you agree to do so immediately upon discovery and before accepting additional capital from any entity.

Member additionally covenants the following:

d. Board Consent. 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 to graduate with written approval, however, the Member agrees to provide the same upon request and within 72 hours or 3 business days of any change of formation.

8. Disputes Amongst Members.
Accelerator does not control and is not responsible for the actions of other members or their teams. If a dispute arises between Member and other members, advisors, mentors, or coaches, the Accelerator will have no responsibility or obligation to participate, mediate or indemnify any party.

9. Termination.
Accelerator reserves the right to terminate the Agreement along with your participation in the Accelerator Program, immediately and without notice if you violate or fail to comply with any part of Agreement (including but not limited to the Program Core Values) and rules/instructions contained in the Accelerator Program curriculum (“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. A 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. However, any Approved Payment Plans are still obligated to be paid in full to said parties or providers. However, if a Member decides to terminate the Agreement prior to or on the Cohort Launch Day, the Member shall receive a full refund of the paid Accelerator Resource Fee and the Warrant, if applicable, shall be surrendered by Accelerator, without exercising its rights thereunder and canceled by the Member. A Delayed Member that decides to terminate the Agreement prior to or on the Cohort Launch Day, shall not receive a refund of any paid Accelerator Resource Fee nor shall the Warrant, if applicable, be surrendered nor canceled.

 

10. 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 assignees, 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 the 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.

 

11. Lawfulness.
Accelerator reserves the right at all times to disclose any information about you, your 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 your fundraising.

 

12. No Unlawful or Prohibited Use.
As a condition of your participation in the Accelerator Program, you will not use the Accelerator Program for any purpose that is unlawful or prohibited by the 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.

13. 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 THE 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 THE AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM ARISING. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING.

14. 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 the 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 Member under this Section I-20 shall survive termination of the Agreement.

 

15. 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. the 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. The 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 Program Period and Graduation.

 

16. No Partnership or Joint Venture.
The parties to the 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.

17. Severability; No Waiver.
If any provision of the 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 the 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.

 

18. Assignment.
The 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 the 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.

 

19. Dispute; Governing Law; Arbitration.
If a dispute arises from or relates to the 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 California, and the venue should be located in Los Angeles County in the State of California.

 

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

 

21. 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 the 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 the Agreement against impairment.

 

22. 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 should 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 consent of usage of any materials found in the media kit as part of the program. In reference to this clause, the act of giving a quote, testimonial, and or recording of any video for the use of the Accelerator will count as written consent.

23.Peachscore Fund Program. 

a. The Peachscore Fund Program is available to startups participating in the Peachscore Accelerator Program. Eligible companies must be in the pre-seed and seed stages and meet the investment committee's selection criteria.

b. Investment Offer 
As part of the Peachscore Fund Program, Peachscore may offer investments of up to $50,000 to eligible companies. The decision to invest will be based on the company's progress in the Peachscore Accelerator Program and final due diligence conducted by Peachscore and investment partners.

c. Investment Terms 
The investment terms will include a maximum of $6 million pre-money valuation cap, using a Simple Agreement for Future Equity (SAFE) structure with a 20% discount.

d. Funding Disbursement
Upon signing the investment agreement, funds will be disbursed to the company within 30 business days.

e. Reporting Requirements 
Companies receiving investments from Peachscore Fund Program will be required to provide regular updates to Peachscore on their business progress and financial status.

 

d. Repayment Terms 
The investment amount will be repaid to Peachscore if the company experiences a liquidity event, such as a sale or IPO as per the terms of the SAFE.

 

e. Program Duration 
The Peachscore Fund Program will run in parallel with the Peachscore Accelerator Program and the decision for possible investment may be made up to 1 month after the end of the Peachscore Accelerator Program.

 

f. Program Cost 
There will be no additional program cost for participating companies. However, the company may be required to cover legal fees and other expenses associated with the investment process.

 

g. Indemnification 
The company agrees to indemnify and hold Peachscore harmless from any and all claims, damages, and expenses, including attorneys' fees, arising out of or related to the company's participation in the Peachscore Fund Program.

By applying and paying the Peachscore Accelerator Program fee to Peachscore, the company agrees to be bound by these Terms and Conditions for the Peachscore Fund Program.

Definitions Agreement 

All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Membership Agreement.  a. "The Agreement" refers to the Peachscore Accelerator Program agreement sent and signed by the startup founder or introduced official representative. The agreement includes a startup booklet, invoice and program participation letter.

b. “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. 

c. “Accelerator Resource Fee” shall mean the total Program Fee. 

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

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

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

g. “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.

h. “Commercially Reasonable Efforts” shall mean those efforts that are standard and common in the industry, and consistent with the Member’s capital raising objectives, and shall not be defined in connection with the Member’s financial state. 

j. “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. 

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