OHIO STATE EARLY INVESTOR NETWORK TERMS OF PARTICIPATION
This document (this “Participation Agreement”) governs participation in the Ohio State Early Investor Network Emerging Investor and Alumni Entrepreneur Programs. Please read it and consent to its terms by signing electronically.
TO ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW, PLEASE ELECTRONICALLY SIGN THE PARTICIPATION AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ELECTRONICALLY SIGN AND DO NOT USE THE NETWORK.
1 OHIO STATE EARLY INVESTOR NETWORK
The Ohio State Early Investor Network facilitates connections between startup companies and prospective investors among The Ohio State University’s global community of alumni, faculty, staff, students, family, supporters and friends, to further The Ohio State University’s mission of fostering an entrepreneurial culture that contributes to the prosperity of the State of Ohio, the nation and the world. Participation in the Ohio State Early Investor Network, including the Emerging Investors and Alumni Entrepreneur programs, is a privilege; as such it is subject to revocation or termination for any participant’s conduct that is inconsistent with this Participation Agreement.
2 PURPOSE
2.01 – Overall Goal: The purpose of the Ohio State Early Investor Network is to promote a vibrant entrepreneurial sector in the State of Ohio, among The Ohio State University alumni and in support of the greater Ohio State University community, to sustain innovative start-up and emerging businesses, to educate the student, faculty, staff and alumni business communities, to provide opportunities to assist such innovative start-up and emerging businesses, to facilitate members’ investing in businesses pursuant to that certain Ohio State Early Investor Network Participation Agreement with accredited investors (“investor members”), to provide a forum for the dissemination of ideas, business practices, and other information among regional, state, student, faculty, staff and alumni start-up and emerging businesses, and to conduct any activities consistent with such purposes.
3 PARTICIPANT APPLICATION & TERMINATION
3.01 – Types of Participants: Participation in the Emerging Investor and Alumni Entrepreneur programs of the Ohio State Early Investor Network is limited to individuals who are an alumnus of the Ohio State University (as defined by the Ohio State University Alumni Association) (“participant(s)”).
All participants must meet the following requirements listed below.
3.02 – Application: Each participant shall complete an application for participation (“Application”) and an annual survey provided by the Ohio State Early Investor Network.
3.03 – Application Review & Approval: The program staff will review each Application and provide a recommendation to the Ohio State Early Investor Network’s Membership and Engagement Committee and/or the Mentorship and Emerging Investor Committee (the “Committees”) regarding the approval or denial of each such Application. The Ohio State Early Investor Network shall provide the participant with an electronic written response within thirty (30) days of submission of a complete Application.
3.04 - Discretionary Participation; Termination; Suspension: Participation is at the discretion of the Committees and is subject to revocation or termination for any reason. Should the Committees deem termination or non-renewal of any participation advisable, such participant will be notified in writing and the participant will be given thirty (30) days (the “Termination Notice Period”) to submit a written response to the Committees. The Committees shall consider, in their unfettered discretion, the participant’s written response (if any) and provide a final determination within sixty (60) days of the Committees’ receipt of the participant’s response. The decision of the Committees shall be final and not subject to appeal. If the participant does not submit a written response to the Committees within the Termination Notice Period, participation shall be deemed automatically terminated at the expiration of the Termination Notice Period. Reasons for revocation or termination include, but are not limited to, failure to meet mentorship and due diligence participation requirements, violation of Ohio State Early Investor Network rules and regulations, disruptive behavior unbecoming of the Ohio State Early Investor Network and its program, failure to uphold the values of the program or failure to disclose a conflict of interest.
3.05 – Assent to Participation Agreement Amendments: The Committees may from time to time amend the terms of this Participation Agreement and shall so notify all participants in writing. In the event that the terms of this Participation Agreement are amended for any reason, any participant may elect to opt out of the new Participation Agreement within thirty (30) days of receiving notice that the terms of the Participation Agreement have changed; provided further that, the participant will remain subject to his or her obligations under the pre-amendment Participation Agreement, including the provisions of Sections 6, 7 and 8 of the pre-amendment Participation Agreement. Failure to opt out of the new Participation Agreement constitutes assent to the revised agreement.
4 PARTICIPANT BENEFITS
So long as a participant remains in good standing, the Ohio State Early Investor Network shall provide:
4.01 –access to a password-protected online software platform (the “Platform”) that enables a participant to: (i) view investment opportunities in private companies affiliated with the broader Ohio State University community, (ii) obtain information from such private companies and ask their stakeholders questions in support of investment opportunities, and (iii) collaborate with other participants and investor members in evaluating investment opportunities;
4.02 – means to communicate and network with other participants and investor members;
4.03 – from time to time, invitations to Ohio State Early Investor Network events, which may include opportunities to view company presentations and interact with other participants and investor members; and
4.04 –membership in the Angel Capital Association, including access to angel investing education and professional development tools.
5 PARTICIPANT UNDERTAKINGS
Each participant shall:
5.01 – Conduct herself / himself in a professional manner at all times;
5.02 – Provide timely, accurate and complete responses to information requests from the Ohio State Early Investor Network;
5.03 – Disclose to the Ohio State Early Investor Network any relationship with a company listed on the Platform that is a presenting company;
5.04 – Recognize that Ohio State Early Investor Network meetings and communications are focused on investment pursuits and participants will not solicit others involved in the Ohio State Early Investor Network, The Ohio State University or any of its affiliates or any company that has applied for funding to the Ohio State Early Investor Network for business; and
5.05 – Maintain current, personal contact information in the Platform.
6 DISCLAIMER
6.01 – The Ohio State Early Investor Network Provides No Advice to Investors: Neither Ohio State Innovation Foundation, The Ohio State University, their respective affiliates, the Ohio State Early Investor Network nor any of their trustees, directors, officers, employees, students, members, representatives, sponsors or agents (each, an “Ohio State University Party”) are providing any member or any other person legal advice or investment advice or recommendations; no Ohio State University Party shall be responsible or liable for any investment decision made by any Ohio State Early Investor Network investor member. The Ohio State Early Investor Network is not a venture fund, investment bank, investment company, broker-dealer, associated person of a broker-dealer, investment clearinghouse, investment portal, investment advisor, tax, accounting or financial advisor, and the Ohio State Early Investor Network is not registered with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any state securities commission. Rather, the Ohio State Early Investor Network is a forum in which participants and investor members may discuss various aspects of investments and business, as well as learn about companies for possible investment. The Ohio State Early Investor Network does not endorse any investment opportunity, makes no independent investigation to verify information provided by companies listed on the Platform and submitting to the Ohio State Early Investor Network for presentation or otherwise, and makes no representation or warranty regarding the same. Nothing in this Participation Agreement should be construed as an offer to sell, or a solicitation of an offer to buy, any security or investment product.
6.02 – Liability: In no event will any Ohio State University Party be liable under this Participation Agreement to any participant, member or any third party for consequential, incidental, indirect, exemplary, special, punitive or other damages, including any damages related to investment activity whether or not such damages were proximate or foreseeable.
6.03 – Cause of Action: Except in the case of fraud (which will be interpreted to include the element of scienter), no participant will have any cause of action, and each participant hereby irrevocably waives any cause of action that such participant may have, known or unknown, now or in the future, against any Ohio State University Party relating to such Ohio State University Party’s Ohio State Early Investor Network-related activities, information sharing, company investment presentations, or any actions taken by other members of the Ohio State Early Investor Network or the Ohio State University global community which are related to the Ohio State Early Investor Network or the activities contemplated by this Participation Agreement.
7 CONFIDENTIALITY
7.01 – Confidentiality: Participants may receive confidential information about the business affairs, products or services, intellectual property, trade secrets, third-party confidential information, or other sensitive aspects of companies brought to such participants’ attention by the Ohio State Early Investor Network (collectively “Confidential Information”). Confidential Information does not include information that is: (i) publicly available at the time of disclosure or subsequently becomes available without violation of an obligation of confidentiality, (ii) expressly non-confidential, (iii) known by the participant before a disclosure, or (iv) developed by the participant independently.
7.02 – No Disclosure: No participant will disclose or use Confidential Information for any purpose other than Ohio State Early Investor Network related activities, which activity may include assisting investor members with due diligence, observing Ohio State Early Investor Network meetings and activities or discussing information with Ohio State Early Investor Network investor members and other participants subject to this agreement. Each participant will use the same degree of care, but no less than a reasonable degree of care, as the participant uses with respect to his or her own information of a similar nature to protect the Confidential Information and to prevent: (i) any use of Confidential Information in violation of this Participation Agreement; and/or (ii) any communication of Confidential Information to any unauthorized third party. Upon the Ohio State Early Investor Network’s request, a participant will promptly return or destroy all copies of Confidential Information (including all notes, summaries and abstracts thereof) and certify to the Ohio State Early Investor Network that such Confidential Information has been returned or destroyed.
7.03 – Permitted Disclosure: Participants may only disclose Confidential Information (i) as set forth above or (ii) pursuant to applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, in which case disclosing participants will provide the Ohio State Early Investor Network prompt notice of such disclosure.
7.04 – Participant and Investor Member Information: Participants shall not disclose any information regarding other participants or investor members without the express consent of such participants or investor members.
8 GENERAL
8.01 – Assignment: This Participation Agreement is binding and for the benefit of the Ohio State Early Investor Network and its participants only. A participant may not assign his or her rights under this Participation Agreement to any other party.
8.02 – Jurisdiction: This Participation Agreement and all related documents, including any and all exhibits attached hereto, if any, are governed by, and construed in accordance with, the laws of the State of Ohio excluding its conflicts of law principles. Unless otherwise agreed to by the Ohio State Early Investor Network and the relevant participant, each participant irrevocably and unconditionally agrees that she/he/it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Participation Agreement in any forum other than the United States District Court for the Southern District of Ohio or the courts of the State of Ohio. Each participant hereby consents to the personal jurisdiction of such courts and waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in such courts has been brought in an improper or inconvenient forum.
8.03 – Entire Agreement: This Participation Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereto and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter. No party may rely on any statement, representation, warranty or agreement of the other party or of any other person acting on such party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Participation Agreement.
8.04 – Electronic Signatures: Each participant agrees that the electronic signature, whether digital or encrypted, of the participant included in this Participation Agreement is intended to authenticate this writing and to have the same force and effect as a manual signature. “Electronic signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
8.05 – Notice: Participants and the Ohio State Early Investor Network shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Participation Agreement in writing and addressed (i) if to a participant at the electronic or other address set forth for that participant in the Platform or if no electronic address is set forth for such participant in the Platform to the last official electronic or other address the participant has made known to the Ohio State Early Investor Network, or (ii) if to the Ohio State Early Investor Network, then to: Ohio State Early Investor Network, Attn: Director, 1524 N. High Street, Columbus, Ohio 43201, osein@osu.edu. The Ohio State Early Investor Network may deliver all notices by email, postal mail or personal delivery, in its sole discretion.
8.06 – No Waiver: No waiver by either the Ohio State Early Investor Network or any participant of any breach by the other of any condition or provision of this Participation Agreement with regard to any other party hereto will be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor will the failure of or delay by any party in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. No waiver under this Participation Agreement is effective unless it is in writing, identified as a waiver to this Participation Agreement and signed by an authorized representative of the party waiving his, her or its right.
8.07 – Counterpart: This Participation Agreement may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties. The signatures of all the parties do not need to be on the same counterpart to be effective. Delivery of an executed counterpart by any means has the same effect as delivery of an executed original of this Participation Agreement.
8.08 – No Third Party Beneficiary: This Participation Agreement is not intended to benefit any third party and does not confer any rights or remedies to any person or entity other than the parties to this Participation Agreement.
8.09 – Severability: If any term or provision of this Participation Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Participation Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.