Agreement Introduction:
This Accelerator Membership Agreement (the “Agreement”) is entered into by Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. Accelerator (the “Accelerator”, “Cal-X Stars”, “Cal-Impact”, “CalXelerator”, “Leonhardt Ventures” and “We” or “Us”), a subsidiary majority controlled holding of Leonhardt Ventures LLC., and Member, the entity, that has applied and is receiving Membership to the Cal-X Stars Business and Innovation Accelerator Program per the terms of this agreement (the “Member” and “Company” including “It,” “You,” and “Yours”).  The Cal-X Stars terms and conditions expressed below are presumed equally apply to Cal-Impact and CalXelerator sub-accelerators unless specifically defined differently.
The Accelerator and the Member hereby agree as follows:
  1. Effective Date and Conditions. This Agreement will be effective upon mutual recognition of innovation or startup being posted on accelerator affiliated web site(s) – www.leonhardtventures.com and/or www.calxstars.com, www.cal-impact.com, www.calxelerator.com.  You will be entitled to have access to and use the services of the accelerator once all payments are received and upon the start date of your assigned cohort. If you are unable to attend a specific cohort for any reason, you may request to push your seat to a later cohort. This Agreement as well as Terms & Conditions constitute the entire agreement and supersedes and merges all prior discussions, understandings, agreements and negotiations. The following Terms and Conditions of Use (“Terms”) describe your rights and obligations in connection with your receipt, access and use of any of the Services (as defined below) provided by Accelerator, including but not limited to your use of our platform and community (“Platform”). Please feel free to contact us at howard@leonhardtventures.com with any questions regarding these Terms.
  2. Accelerator Participation. Per the interview, diligence, and acceptance process, Member agrees that they are eligible for the accelerator per the requirements of the Cal-X Stars Business and Innovation Accelerator application and Terms, and that its submissions were true, accurate, and factual. Having been accepted, during the time in which Member is enrolled in the Accelerator, Member’s CEO (the “Representative”) will be eligible to receive: participation with peers in advisory board sessions; education by experienced executive officers of start-up companies and investors; mentorship by experienced entrepreneurs or investors on business and fundraising issues; multiple opportunities to meet investors and investor groups; discounted and or free services by third party providers; and finally certification as a Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. Accelerator graduate if they meet the graduation requirements below.
Key Terms:
    • Leonhardt Ventures LLC the parent of Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc., CalXelerator and Cal-Impact exclusively decides what innovations and startups and how many innovations and startups enter its accelerator arm(s).
    • Leonhardt Ventures LLC or outside founders/inventors have 100% ownership of their own invention, innovation, platform or startup before being accepted into the accelerator. They agree to give up up to 20% ownership to the graduate long duration accelerators over time before exiting or graduating (see conditions below – 9% on entry with 9% dilution floor and pre-emptive right to purchase at prevailing market prices at time of acquiring + earned warrants for allocation from accelerator capital raises). They agree to give up up to 49.9% to a combination of angel investors, accelerators and advisors/employees/board directors over the course of the acceleration period up to exit or graduation (see conditions and terms below).
    • Original founders and inventors maintain 50.1% un-dilutable ownership throughout the acceleration period unless waived.  This is Leonhardt Ventures LLC is nearly all instances so far and presumed to be the same forward.
    • CalXelerator gets 6% non-dilutable seed stage equity in ALL innovations and startups going through their 108 day program (if participant opts not to cash pay for CalXelerator support).  If innovation or startup is accepted into one of the graduate longer duration accelerators – Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. or Cal-Impact Social Good Impact Accelerator they give up 9% seed stage equity (with dilution floor at 9%) and the pre-emptive right to acquire up to 20% ownership right up to exit or graduation from the from the accelerator.   As funds come into these graduate long duration accelerators they earn an equal value warrant to be applied to gaining more ownership in any of the innovations or startups in the portfolio.
    • If equity is granted in a C corporation startup it is provided in the form of common stock shares.  If any investor in these companies ever gets preferred stock at preferred terms the accelerator has the right to convert their common stock shares and original terms to the same preferred terms and preferred stock granted to others.  If multiple preferred shares rounds are completed with differing terms the accelerator may select to match the best of these.
    • If equity is granted in an invention asset or Licensable Technology Platform (LTP) this is done via Fractional Asset Ownership recorded as unit shares in an electronic cap table. Changes in total authorized shares must be approved by a majority of shareholders of the asset.  The graduate accelerators always have a 9% floor on dilution.
    • All owners of fractional interest in assets, Licensable Technology Platforms, have full Pre-Incorporation Rights guaranteeing if they have by example 9% ownership interest in the LTP they will have exactly 9% ownership interest in the spin out C corporation common stock. In fact the cap table used to recorded the Fractional Ownership Unit Share Ownership positions in the LTP assets will simply be converted to corporation stock cap table when the spin out is complete. The Cap Table will be exactly the same without a single change on that spin out date.
    • If an innovation or startup is accepted into either the Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. or Cal-Impact Social Good Impact longer duration accelerators they get 9% non-dilutable seed stage equity, with a anti-dilution floor at 9%, and pre-emptive right to purchase up to 20% ownership right up to exit.  Note – CalXelerator gives up their 6% equity stage which is rolled over to 9% Cal-X Stars equity in the case of upstream handover.
    • As money comes into Cal-X Stars Business Accelerator, Inc. and its used to help develop the portfolio with both common shared and/ortargeted resources they earn matching identical warrant right to acquire the same $ value in those portfoliinnovation assets or startups on conversion. Cal-X Stars may convert warrants to shares at any time at their discretion right up to exit.  The conversion price is always the same market price applied to all cash investors at that time that should be published on the password protected Leonhardt Ventures valuations portal on their web site.
    • The allocation of the warrants should strive to track reasonably close to the value in resources the accelerator provided to the specific LTP or startup.  Value could be access to a key patent claim or claims, time, pre-clinical support, clinical support, key introductions, capital raising assistance, key strategic guidance, key supporting data, key partnership introduction, building advisory board or board of directors, valuable press coverage, showcases, key template documents, Demo Days or other forms of value.
    • LTPs do not have bank accounts.  All PPM raised funds are deposited in the Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. which during the period of acceleration assists LTPs on meeting their financial obligations.  A spin out C corporation within the accelerator will have its own bank account.
    • All investments in Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. OR Cal-Impact Social Good Impact Accelerator are 2:1 meaning if someone invests $30K they get $30K of accelerator shares AND at no additional charge a warrant to acquire $30K of Fractional Ownership interest in any portfolio assets. After making the investment they have until Dec. 31 of the year they invested to decide the allocation of their warrant.  If at LTP stage the conversion is automatic  on request. If the asset has spun out to become a stand alone C corporation a 2nd board approval for allocating warrants to these assets will be required.  Investors may seek this via a pre-approval before making their investment in the accelerator via the 2:1 plan.
    • Investors investing > $25K may request in their subscription agreement (subject to pre-acceptance) that their provided funds be ear marked for the development of a particular innovation.  In these cases the accelerator will take 27% of that amount to cover common shared resources overhead and will deposit in an escrow like account then balance ear marked for supporting the development of that specific asset innovation Licensable Technology Platform or startup. This may only be done IF the accelerator has already met its essential basic overhead obligations of shared resources payroll, taxes, subscriptions, rent, electricity, shared lab and office supplies, legal, regulatory, common quality system and accounting bills. If the accelerator is short on meeting these basic essential overhead bills an ear marked allocation is not permitted at that time.
    • Investors investing > $250K may request in their subscription agreement (subject to pre-acceptance) not only ear marking of their funds to a particular LTP but a common order that a particular LTP be converted to a C corporation and upon opening of their own bank account that all but the 27% overhead amount for the accelerator be transferred over to that account.
    • Leonhardt Ventures LLC inventions, venture creations and startups are given priority for acceptance into the Leonhardt Ventures LLC controlled accelerators over outside external new inventions or founded startups.
    • Cal-X Stars Business Accelerator, Inc. and Cal-Impact Social Good Impact Accelerator may have accelerators within their accelerators where innovation platforms or startups may have multiple product launches instead of just one.
    • Any IP developed by a portfolio innovation team or startup that may be applicable to another innovation or startup in the same accelerator class is automatically transferred over as a fee free exclusive license with full ownership rights for that application of use to that innovation or startup for their specific organ or purpose application.  Once the innovation or startup exits the accelerator this condition forward no longer applies but backwards does.
    • Investors investing in the accelerator and its portfolio of accelerating innovations via its 2:1 plan
    • Patent license fees and royalties are not paid to the original inventors or creators of a technology other than un-dilutable equity at 50.1% by any innovation asset platform or startup unless specified in advance in writing. If the non-dilution pact is broken, even if voluntarily, than the original inventors and creators of a technology are eligible for a market rate compensation in fees and royalties.
    • Leonhardt Ventures LLC and Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. agree to grant to any LTP or startup accepted in their accelerator exclusive organ or purpose specific only rights to all IP it has or creates during the acceleration period with no fees or royalties to be paid other than those that may be paid to all shareholders.  This is in exchange for their respective 50.1% and 9% floor anti-dilution ownership positions.  If the anti-dilution convent shall be broken for any reason, including voluntary release, then the particular LTP or startup must pay market rates to license any IP.  Market rates will be determined by a committed comprised of 2 members one being the Leonhardt Ventures LLC patent attorney of choice and the other being the patent attorney of choice of the startup or LTP asset manager.  If all of these are controlled by Leonhardt Ventures that at least one of the parties must be an independent non-affiliated committed participant selected by the 2nd leading shareholder of the LTP or startup other than Leonhardt Ventures LLC.
    • Startups and LTPs are expected to reimburse the accelerator when they have the cash available to do so for any bills the accelerator pays on their behalf for these items not considered common shared resources.
      • Web site development.
      • Animation and live video development.
      • Patent filings. Pro-rata if a combination patent filing.
      • Legal filings including their pro-rata portion of PPM costs.
      • Regulatory filings.
      • Clinical study costs.
      • Tax return costs.  Pro-rata if a combination filing.
      • Accounting financial statements.  Pro-rata if a combination financial.
      • R&D resources specific only to their development not shared development.
      • Any computers, iPads or phones provided to these LTPs or startups for their use.
      • Costs to present only their specific data at a conference.
      • Their pro-rata portion of travel costs to support their specific clinical studies.
      • Press release costs for press releases specific to their product development or pro-rata for shared press releases.
    • Startups and LTPs within the long duration accelerator programs normally do not have to pay out of pocket for shared resources as long as the Scholarship Agreement below is followed which is keyed on Leonhardt Ventures LLC or other founders/inventors if an outside Leonhardt Ventures created invention or innovation maintaining at least 50.1% non-dilutable ownership AND Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. OR Cal-Impact Social Good Impact Accelerator maintains a 9% floor on dilution and maintains the right to apply its earned 2:1 warrants to asset ownership and its pre-emptive right to acquire up to 20% ownership in any LTP asset or startup right up to exit or graduation from the accelerator.  If just prior to exit or graduation the unit price to be paid by the accelerator matches with the last full proper round of financing that was truly needed for development completed (not just small artificial one just for the purpose of raising the purchase price). If the anti-dilution covenant is broken for any reason, including voluntary, then the LTP or startup must pay the accelerator not only market rate fees for licensed IP but also their pro-rata share of all accelerator expenses by this formula.
      • 1/30th of all expenses at launch stage.
      • 1/15th of all expenses at small animal stage or beta tests for social good impact.
      • 1/10th of all expenses at large animal stage or 2nd beta tests for social good impact.
      • 1/5th of all expenses at first in human stage or commercial release stage for social good impact.
  1. Graduation Requirements and Conditions:
CalXelerator 
(1) Completion of 108 Day “Create to Great” Program 
 
Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. 
(2) Biotech or Medtech Innovation or Startup = Completion of successful first in human studies with final product intended to go to market.
Cal-Impact Social Good Impact Accelerator
(3) Social Good Impact achieves a full commercial market launch of their first salable product with future profit potential.
Meeting this condition is decided dually by the boards of Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc, and Leonhardt Ventures LLC.  If the two board dis-agree on whether graduation conditions have been met a mutually agreed upon 3rd party arbitrator shall be selected to make the decision.
  1. Accelerator Attendance. The Member agrees to engage in the Accelerator for the length of the program – see graduation details above (expected graduation time is between 3 and 10 years). The Member shall attend online by video or by phone. The Accelerator team and mentors will be available to Members by e-mail and online in between scheduled classes as time permits. The Accelerator is designed to be completed within a set timeframe and curriculum plan and the Accelerator reserves the right to move a Member to another cohort based on non-attendance or failure to meet graduation requirements. Program may be completed at pace separate from the pace of the program, however Member understands and accepts that by doing so, Members may not be able to graduate in the original cohort, and may not have the same camaraderie, connections, and experience as their original cohort. Member also understands and agrees that Accelerator program is only for a single extant entity and does not constitute or guarantee lifelong access to services, mentors, advisors, or materials; and a late graduation fee may apply if Member is unable to complete the program and graduate in the given program timeframe.
  2. Member Responsibilities. 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. The Member must adhere to the program values and code of conduct, and may be cut from the program without investment and or a resource fee refund for refusing to follow and/or breaking the core values or code of conduct (see below). The Member is responsible for creating and implementing their own physical, mental and emotional well-being, decisions, choices, actions and results. As such, the Member agrees that the Accelerator and its affiliates; to include Mentors and Advisors are not and will not be liable for any action or inaction, or for any direct or indirect result of any advice or services provided by the accelerator or its affiliates. Members understand that the Accelerator, Mentors, Advisors, and/or Masterminds are not therapist and do not substitute for therapy or professional services, and do not prevent, cure, or treat any mental disorder, litigation or professional legal advice for founder/co-founder issues, personal and or family life issues, other legal issues, financial or accounting issues, or medical disorders or diseases. The Member understands that any advice, course curriculum materials obtained from Accelerator or its affiliates is not to be distributed to external entities or parties, nor is it to be used as a substitute for professional advice by legal, mental, regulatory, medical, or other qualified professionals and member agrees to seek independent professional guidance for such matters before acting or making decisions that impact Members’ business or personal wellbeing.
  3. Program Core Values. You will be required to abide by the core values to remain a Member of the Accelerator.
a.  Develop an innovation culture based on Tom Peter’s teachings.
b.  Quick prototyping mindset.
c.  Learning fast “drinking water out of a fire hose” digesting lots of information quickly to find keys to improvement.
d.  Constant improvement of all elements – web site, product, team, procedures, methods, quality.
e.  Lots of shots on goal equals more goals.  Try, and try again.
f.   Strategic plan = doing things.
g.  Make a list of Things to Get Done and get them done.
h.  Keep things simple.
i.   Eliminate un-necessary bureaucratic hurdles.
j.  Build a bandwagon of support from day one with high publicity out reach efforts – no stealth startups.
k. The CEO and/or the original inventor are the primary driver(s) of the direction of the product development and startup not any board of directors or advisors or the accelerator.

These core values are simple to adhere to and the Accelerator team is here to work with you through any issues or challenges, however, we can’t “entrepreneur” for you, no matter how much we work, the program relies on your dedication, passion, and expertise to succeed as a business outside of investor meetings and graduating.

  1. Program Guarantee. If Member meets the requirements and graduates the program, and does not meet at least 3 new investors for the Pre-Seed Program, 5  new investors for the Seed, 10 new investors for Series A Programs or $200K aggregate , 20 new investors for Series B $500K aggregate or 30 new investors for Series C or $1 million aggregate  or does not receive a reasonable investment offer within 12 months of graduating, Member may receive its resource fee back upon requesting and submitting a guarantee request form to howard@leonhardtventures.com. This guarantee is not valid if: the Member purposefully decides to forgo fundraising and/or investment at any point of the program, does not accept a reasonable investment offer presented, does not utilize the full program above or participate in the accelerator programming, an offer falls through in due diligence, Member does not graduate or pay a remaining balance of a resource fee, Member refuses/misses or ignores investor introductions, or the accelerator Member goes out of business or becomes insolvent during the term of the guarantee. Running a business is difficult, thus you do not have to attend all masterminds if you let your advisor know ahead of time (we are here to work with you); however a single unexcused absence, no-showing  a scheduled investor meeting intro, or refusing an investor intro does nullify this guarantee; as well as continued absences or lack of participation can result in you being reset to a new cohort and or potentially removed from the program completely. Neither investors nor your competitors care how tired you are or how many hours you were up working the night prior, or any other excuse. Be professional, be prompt, be on-time, and if there is an issue let your Startup Champion and Advisor know. It’s part of respecting people’s time and being courteous. We are here to work with you to help you succeed.
  2. Executive Coaching, Advisor, & Mentor Session Procedures. If meeting by phone, the Member will be early for, initiate all scheduled calls, and will call the designated phone number at the appointed time. The time of all 1-1 meetings will be based on a mutually agreed upon time using an online scheduling system or available time slots, and initiated by the Member. If the Member is more than 10 minutes late for the appointed time, the scheduled time will be forfeited by the Member and/or rescheduled at discretion.
  3. Meeting Cancellation Policy. Member agrees that it is the Member’s responsibility to give 24 hours in advance of the scheduled calls/meetings for cancellation. Advisors, Mentors, and Coaches reserve the right to terminate coaching/advising of any Member for any reason or subtract a missed session from a Member’s total sessions. If a legitimate serious event, illness, or emergency causes a significant impact to a member’s ability to attend sessions and or cohort masterminds, accelerator has the right to decide on whether to re-assign the Member to a new mastermind, cohort, or place membership on hold until a later date. There is a zero absence without notice but we do have a “reasonable” reason policy; such as a VC called me and wrote me a check so I had to miss, etc.
  4. Acceptance of Terms; Modification of Terms. Please read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that certain disputes between you and Accelerator Accelerator will be resolved by binding arbitration as described in the ‘Governing Law; Arbitration’ section below. By using the Services, you are agreeing to abide by and be bound by these Terms which are an integral part of your Membership Agreement. The Services provided by and on behalf of Cal-X Stars Business Accelerator, Inc. at all times are subject to these Terms:
    1. You agree to provide Cal-X Stars Accelerator with accurate and complete information about yourself and your company when you register with Accelerator and as you use the Services. You must be at least 18 years of age;
    2. You represent and warrant that you have all requisite legal power and authority to enter into and abide by these Terms and your Membership Agreement for Company and no further authorization or approval is necessary. You further represent and warrant that your participation in or use of the Services 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. If you are entering into this Membership Agreement on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms. Additionally, if it is discovered at a later date that you did not have the necessary right, authority, or consent to bind such entity to these Terms that you agree to do so immediately upon discovery and before accepting additional capital from any entity.
    3. Accelerator reserves the right to add, delete or amend these Terms or adjust any fees at any time for future participants in the membership program as well as for participants that extend beyond the original cohort timeframe, and such changes will automatically become part of your Membership Agreement.
    4. Your resource fee structure is locked in and will not change for the length of the program. Accelerator will attempt to contact you to notify you of major legal updates to agreements that affect your rights, if such agreement changes will be applied to you, within 30 days of their enactment using the contact information provided in your Membership Agreement. Most changes will be effective immediately. If you don’t agree to the changes in agreement, you may either retain original agreement or cancel your accelerator membership moving forward, but note that there are no refunds, pro-ration, or reimbursements for this type of membership cancellation.
  5. Description of Services. Accelerator may provide you with access to and use of its community portal, education platform, webinars, course content, mentors, advisors, other services, benefits and features as Accelerator may provide from time to time (collectively, “Services”). The availability and scope of Services are subject to change from time to time based on what Accelerator believes to be industry best practices to drive the most successful program experience. This agreement is the only agreement between the member and the accelerator, or its affiliates, no verbal agreements or promises not included in this agreement survive this agreement.
  6. No Unlawful or Prohibited Use. As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner that could damage, disable, overburden, or impair any the accelerator, or interfere with any other party’s use and enjoyment of any Services. 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 Services, 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 Services and that you will not attempt to profit from, subvert, share without written permission, or steal materials or resources from the program.
  7. Use of Services. You agree that when participating in or using the Services, you will not:
    1. Use the Services, membership, or affiliate in connection with peer-to-peer networks, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
    2. Use the name “Cal-X Stars Business Accelerator, Inc,, Leonhardt’s Launchpads, Leonhardt Ventures, CalXelertor, Cal-Impact” or use photographs or illustrations of the Premises or Services, or any trademarks, logos or other identifiers of Cal-X Stars Accelerator in any advertising, publicity or other purpose without Cal-X Stars or Leonhardt Ventures LLC prior written consent;
    3. Defame, abuse, harass, stalk, threaten, commit felony crimes, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
    4. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Cal-X Stars Accelerator’s Services;
    5. 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;
    6. Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
    7. 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;
    8. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
    9. Restrict or inhibit any other user from using and enjoying the Services;
    10. Violate any code of conduct of other guidelines which may be applicable for any particular Service, including the building rules for the Premises;
    11. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
    12. Violate any applicable laws or regulations;
    13. Take or copy information belonging to Accelerator, or other Members or their guests;
    14. Create a false identity for the purpose of misleading others;
    15. Bring additional team Members onto the platform or share your access credentials with any other non-approved entity, company, or individual;
    16. Use the Services or Platform to conduct or pursue illegal or offensive activities; and
    17. You agree that when participating in or using the Services, you will be considerate and respectful of others.
  8. Accelerator Resource Fees. Depending on scholarship level and program, you may have a resource fee to cover software cost and other resources required to remain an equity-free accelerator program. At the time of membership acceptance, a minimum deposit may be required to secure your seat in the cohort. This allows us to secure materials ahead of time as well as mentors. The remainder is due on the starting date of your assigned cohort unless authorized for a monthly payment plan on a financial need or merit basis, or a full scholarship is authorized by the program director, a partner fund, or venture team. Accelerator reserves the right to charge late fees of $10 per day and/or withhold services if resource fee payments are not received on a timely basis. Members may pay directly through the Cal-X Stars payment gateway which utilizes Stripe. Other payment options are cash, check, or PayPal, each of which may incur an additional processing fee. If a Member’s payment is returned for insufficient funds, a charge will be added to your current bill and the total amount due will be increased by $35. Any fees for books and materials shipped to the Member are non-refundable. Additionally if utilizing our Connect Platform, a small third party fee for LinkedIn Premium and/or Sales Navigator must be paid to LinkedIn (see LinkedIn for pricing).
  9. Payment Plans. Member recognizes that payment plans are extended as a courtesy to ease the financial burden on those that need it. However, a payment plan is not a subscription fee, the full resource fee and any fees and charges for the payment plan are due in their entirety regardless of whether the Member participates in the program or graduates from the program. 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. Change of Control. Change of Control means the occurrence of any of the following events: (i) the acquisition of the Member by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Member), unless the Member’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least fifty percent (50%) of the voting power of the surviving or acquiring entity (provided that the sale by the Member of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder), and (ii) a sale, assignment, exclusive license, lease or other disposition or transfer of all or substantially all of the assets of the Member. In connection with a Change of Control (including a transaction that results in the liquidation, dissolution or winding up of the Member), there is no release from the obligation of payment. Member, its officers, or successor entity must pay off its obligation. Member agrees that Member or successor will pay off this obligation before completion of any change of control.
  11. Lawfulness. Accelerator reserves the right at all times to disclose any information about you, your participation in and use of the Services 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 sole discretion. It also reserves the right to share any and all information shared with it in conjunction with your fundraising.
  12. Confidentiality
    1. You acknowledge and agree that during your participation in and use of the Services 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 or user of the Services or any employee, affiliate, guest, invitee, or agent thereof, that is nonpublic, confidential or proprietary in nature. “Confidential Information” also includes, without limitation, information about 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 also includes any and all scholarships received, or resource fees paid, warrant agreements, and or investments made by Accelerator, its partners, or affiliates; unless authorized otherwise in writing.
      1. Your participation in and/or use of the Services obligates you to;
      2. Maintain all Confidential Information in strict confidence;
      3. not to disclose Confidential Information to any third parties;
      4. not to use the Confidential Information in any way directly; or
      5. indirectly detrimental to the owner of the Confidential Information.
    2. All Confidential Information remains the sole and exclusive property of Accelerator or its affiliates or the respective disclosing party. You acknowledge and agree that nothing in these Terms or your participation in or use of the Services 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. All information disclosed however by the Member to the Accelerator or its affiliates may be used in the pursuit of investor due diligence or therein introductions to investors unless the Member specifically requests in writing that specified information not be shared.
    3. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to 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 providing 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.
  13. Participation In or Use of Services. You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that Accelerator does not have any liability with respect to your access, participation in, or use of the Services, or any loss of information or property resulting from such participation or use. Accelerator is not responsible or liable for the provision of products or services by third parties used in connection with its Services.
  14. Disclaimers of Warranties. To the extent permitted by applicable law, Leonhardts Launchpads by Cal-X Stars Business Accelerator, Inc. and associated other accelerators provide the Services “AS IS” and with all faults, and disclaims with respect to the Services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence, and availability, operation, performance and/or use of Services. Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement or any implied warranties arising from course of dealing, course of performance or usage in trade.
  15. 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 (“Accelerator Parties”), 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 or use of the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of these Terms, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Accelerator, and even if Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. Accelerator has been advised of the possibility of such damages.
  16. Limitation of Liability and Sole Remedy. To the extent permitted by law, the aggregate monetary liability of the Accelerator(s) Parties 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(s) under these Terms for the service from which the claim arose in the six (6) months prior to the claim arising. This is your sole and exclusive remedy for all of the foregoing.
  17. Termination. Leonhardt’s Launchpads by Cal-X Star Business Accelerator, Inc. and its affiliated accelerators, and parent Leonhardt Ventures LLC reserves the right to terminate any Service at any time without notice. Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. and Leonhardt Ventures LLC  further reserves the right to cancel your Membership and your Membership Agreement and terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with these Terms or the community standards of conduct. On termination you will be required to vacate the platform immediately and remove any and all materials and property provided by the Accelerator or Leonhardt Ventures LLC from your computer, network, and servers. Any hardcover materials, books, or materials may be on an individual license basis for perpetuity, however they may not be reproduced, licensed, sold, or utilized in revenue generating activities.
  18. Mutual Indemnification. You release, and hereby agree to indemnify and hold harmless Leonhardt Ventures LLC, Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc.,  Accelerator’s affiliates such as CalXelerator, Cal-Impact, and their past, present and future officers, agents, shareholders, Members, representatives, employees, advisors, successors and assignees, jointly and individually (collectively, “Accelerator Indemnitees”), from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties (“Claims”) based upon or arising out of your actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services, or breach of any of these Terms by you or your employees, guests or invitees. You will not agree to any settlement that requires a material act or admission by any Accelerator Indemnitee, imposes any obligation upon any Accelerator Indemnitee or does not contain a full and unconditional release of the Accelerator Indemnitees, without Accelerator’s written consent. None of the Accelerator Indemnitees will be liable for any settlement made without its prior written consent. In the event that you bring a claim or lawsuit in violation of these Terms, you shall be liable for any attorneys’ fees and costs incurred by Accelerator Indemnitees in connection with the defense of such claim or lawsuit. In the event that a Member’s interest and any Accelerator Indemnitee’s interests come into conflict with regard to a claim, you agree that the Company shall be able to select its own legal counsel and may participate in its own defense with regard to those claims, if the Company wishes.
  19. Not an Employee; Nature of These Terms. You are not an employee of Accelerator and your Membership or use of any of the Services does not constitute an employer-employee relationship. These Terms in no way will be construed as to grant you any title, interest, lease, easement, lien, possession or related rights in Accelerator or its affiliates’ businesses, the Services, the Premises or anything contained in or on the Premises. These Terms create no tenancy interest, leasehold estate, or other real property or possessory interest in the Premises whatsoever. Neither party shall misrepresent our relationship.
  20. Unenforceable Provisions; No Waiver. If any provision of these Terms 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 these Terms or guidelines, terms or rules will be unaffected and will remain in full force and effect to the extent permitted by applicable law.  Cal-X Stars delay or failure to enforce any right, for any reason, does not waive our right to enforce it later.
  21. 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 parties.
  22. Dispute; Governing Law; Arbitration. If a dispute arises out of this agreement that cannot be resolved by mutual consent, the Member and accelerator agree to attempt to mediate in good faith for up to 30 days after notice is given. If the dispute is not resolved between the accelerator and Member the two parties agree to resolve the dispute through mediation. These Terms and your Membership Agreement are governed by and construed under the laws of the State of Texas without regard to its conflicts of laws provisions. Except that either party may seek equitable or similar relief from a court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms, that you and Accelerator cannot resolve and settle amicably by agreement will be finally settled in accordance with the arbitration then in force, by one or more arbitrators appointed in accordance with such rules, and the place of such arbitration will be a California location selected by the Accelerator.
  23. 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.
  24. No Impairment. Member shall not, through any voluntary action or inaction, avoid or seek to avoid the observance or performance of any of the terms of this Agreement required of Member, but shall at all times in good faith assist in carrying out of all the provisions hereof and taking all action as may be necessary or appropriate to protect the rights of the Accelerator, its affiliates, and its partners, under this Agreement against impairment.
  25. Promotion. Accelerator may use Member’s name, likeness, and image and quotes, in promotional materials, including press releases, presentations and customer references regarding the Accelerator.
  26. 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 transaction, 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.
  27. Board Consent. Member agrees that it will produce a board consent to the terms of this agreement before being allowed to graduate and complete the program.

Cal-X Stars Scholarship Agreement

This Scholarship Agreement (the “Scholarship Agreement”) is entered into by and between Leonhardt Ventures LLC,  Leonhardt Launchpads by Cal-X Stars Business Accelerator, Inc and its Assignees, and Member, the entity, that has applied and is receiving Membership to the Cal-X Stars or Cal-Impact Accelerator Programs per the terms of Cal-X Stars ACCELERATOR MEMBERSHIP AGREEMENT (the “Member” and “Company” including “It,” “You,” and “Yours”) and shall expire 15 years (the “Period“) from cohort start date. In exchange for a scholarship discount to the program, the Member agrees to give Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc.:
    1. Investment Rights.  9% seed stage equity with anti-dilution floor at 9%. The right to invest to acquire up to 20% ownership via investment  in any investment round at last market price right up to exit (note final round prior to exit has to be a bonafide real full financing round not one designed just to increase final round pricing): (i) Any current round or future funding round during the Period, at the same terms and rights as investors in the current round as of the date of acceptance of this agreement (i.e. we have the right to invest in any funding round during the Period at the terms of your current open round, if you have one open as of your start date, with at least 25% or more in signature commitments); or (ii) If the Company is raising a current round as of the date of the start of the program and does not have at least 25% in signature commitments as of this agreement, Cal-X Stars may at its option receive the terms and rights of any previous round of at least equivalent to $500k USD that has closed within 90 days of the start of the program (i.e. for example if you recently closed a round of at least $500k USD within 90 days and are starting a new round, we have the right to invest at the previous price until you have reached over 25% in commitments – or for example if you only have closed a friends and family or angel round of <$500K USD within 90 days prior, we would not receive those terms and (ii) is not an option); or (iii) If neither of the above is applicable, then Cal-X Stars may at its option instead receive the same rights and terms in any round within the Period, with same rights as those investors, at either a 20% discount or 1.5x the discount of the round as defined already in that round; whichever results in the greater number of shares (i.e. for example the majority of early stage rounds have discounts from 10%-35%, thus if your discount offered to investors in a round during the Period is 15%, Cal-X Stars ’s rate would be 1.5x of 15% or 22.5% discount, and if you had no discount we would receive a default 20%). Signature commitments are defined as the amount of signed investor agreements; the percent of which are defined as the percent in total as a dollar amount of the stated round goal explained in either terms or to investors (i.e. for example if stated $500k USD, 25% of signature commitments would be $125k USD).
    2. Company Duty. For the length of this agreement, Member must keep Accelerator informed of the status of its open rounds, and prior to accepting the final investment and the legal close of the round, Member must provide Cal-X Stars the opportunity to review all of the documents and diligence for up to ten business days before close via email to howard@leonhardtventures.copm, upon which time if Cal-X Stars does not commit to the round, the round may be closed without its participation. Once emailed, howard@leonhardtventures.com will send a return email confirming to Member that its notification has been received, if this confirmation email is not received then Member is deemed to not have submitted notice. If there seems to be technical errors in the process Member can reach out to howard@leonhardtventures.com to reach out to Cal-X Stars on their behalf. If the rights stated in this agreement are not respected before closing each round during the terms of the agreement above, Member agrees to extension of Period to 15 years from signature.
    3. Investor Rights.  In order to facilitate Cal-X Stars, or its assignees, due diligence process into the investment, Member will grant data and information rights for the term of this agreement. Data and information rights shall not be construed to include information that would cause an unnecessary burden or expense on the Member, such as the completion of a CPA audit of financials. Data and information rights refers to making any and all information that Member makes available to present and prospective investors available to Cal-X Stars or Leonhardt Ventures LLC, and its assignees, or responding to reasonable requests for information and diligence as part of the investment decision-making process.
    4. Follow-On Investment. Should Cal-X Stars or Leonhardt Ventures LLC make an investment into Company, Company agrees to allow it follow-on investment rights to invest in a subsequent round at the same terms as investors in that round. The amount allowed under the follow-on rights is equal to two times the investment by Cal-X Stars (i.e. if $100k was invested, then follow-on rights allow an investment up to $200k), this clause shall not limit any pro rata rights that would allow investment greater than 2x the previous investment.
    5. Change of Control & Automatic Exercise. Change of control as defined meaning the occurrence of any of the following events: (i) the acquisition of the Member by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Member), unless the Member’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least fifty percent (50%) of the voting power of the surviving or acquiring entity (provided that the sale by the Member of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder), and (ii) a sale, assignment, exclusive license, lease or other disposition or transfer of all or substantially all of the assets of the Member. If such an event happens, it shall result in an automatic net exercise as if an investment occurred, under the applicable terms of Section 1, for the total amount of 5x the scholarship amount only if the automatic net exercise would result in a positive transaction for Cal-X Stars meaning proceeds greater than its actual or implied cost basis after the exercise. Accelerator will opt for a cash payout if it has the option between cash and stock. To the extent such net issue exercise would result in the issuance of Shares, Accelerator shall be deemed to have elected for the “Shares” to be Common Stock. If this agreement is automatically exercised, the Company shall notify Accelerator of the automatic exercise as soon as reasonably practicable. For clarity, net exercise means that Cal-X Stars shall receive the net proceeds of the agreement without the transfer of any principal in order to reduce the number of back and forth transactions.
    6. Transfer Restrictions. Any securities arising from this agreement shall be subject to standard SEC transfer restrictions, and/or other country of origin transfer restrictions that apply if not operating in the USA.
    7. Assignability. This agreement and its rights may be assigned or transferred by Leonhardt’s Launchpads by Cal-X Stars Business Accelerator, Inc. to other parties, whether that be a wholly owned subsidiary of Leonhardt Ventures LLC or Cal-X Stars Business Accelerator, Inc., separate or affiliated fund, or identified otherwise by Leonhardt Ventures LLC.
    8. Codification. Parties agree to re-codify into a separate warrant contract, agreement, or other securities contract with the same economic terms and defined rights, including the date, and will specifically identify the terms claimed by Cal-X Stars under (i), (ii), or (iii) above as deemed necessary by Accelerator.
    9. Total Agreement. Upon acceptance of a scholarship to the Cal-X Stars Accelerator program for the Period, Member agrees to the above terms under Scholarship Agreement, in addition to the terms and conditions of the program. This scholarship is an award, but also optional, the Member may pay the full program resource fee up front in lieu of accepting the scholarship. Once accepted however, this is a non-terminable agreement. If a Member pays full program resource fee without a scholarship or discount up front at time of signature only, this Scholarship Agreement and it alone will be void and treated as struck from the overall agreement upon signature.