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Advisor connections operating agreement

NOTE: You must be logged in as a member in order for the "Accept" box to be visible, and to be able to execute this agreement.
 
 
This agreement ("Agreement") allows members of the Acceleration Co-op to activate the "Advisor connection" feature of their membership. 
 
The parties to the Agreement are Acceleration Co-op, LLC. ("Acceleration Co-op"), a Delaware LLC, and the member of the Acceleration Co-op Community who executes the Agreement by entering "ACCEPT" in the field at the bottom and pressing "Submit". The effective date of the Agreement is the date upon which the Agreement is so executed.
 
In order to activate the Advisor connection feature of your membership of the Acceleration Co-op, you hereby agree as follows. 
 
Activate Advisor connection feature of your membership.

  1. Upon executing this Agreement you will have activated the Advisor connection feature in your account. This feature will remain activated so long as this agreement remains in force.
  2. Members with an active Advisor connection feature are able to take part in private one-on-one dialogs with other members who have also activated the Advisor connection feature. They can also participate in other Acceleration Co-op activities that are limited to members who have activated the Advisor connection feature, including (but not limited to): providing direct one-on-one feedback to acceleratees who present their business plans and concepts for feedback; and engaging in one-on-one dialogs through the Acceleration Co-op website with acceleratees seeking advisors.
  3. In return you agree that Acceleration Co-op will receive a fee, as described below, if but only if you enter into a consulting agreement or other business relationship with any "Acceleration Co-op New Colleague" as defined below.
  4. You have read and will abide by the website Terms of use.

Definitions: 
We anticipate that members may engage in one-on-one or multi-party dialogs on Acceleration Co-op, and subsequently enter into business relationships with each other. This may also happen simply as a consequence of a member viewing the background of another member.

  1. An "Acceleration Co-op New Colleague" is anyone who is a member of the Acceleration Co-op (whether an expert member or an acceleratee member), except that: a person shall not be defined as an Acceleration Co-op New Colleague of yours if you had an existing relationship with them prior to your becoming a member of Acceleration Co-op; and a person shall not be defined as an Acceleration Co-op New Colleague of yours if you had an existing relationship with them prior to them becoming a member of Acceleration Co-op.
  2. An "Affiliate" of the Acceleration Co-op New Colleague is defined as either (i) a company of which he/she is an employee or with which he/she has a preexisting consulting relationship; or (ii) a company of which he/she is a greater than 5% shareholder.
  3. Acceleration Co-op Business Relationship is defined as follows:
    1. If you or an Affiliate of yours retain(s) an Acceleration Co-op New Colleague during the time this Agreement is in force, or for a period of 6 months after it is terminated, that business relationship shall be defined as an "Acceleration Co-op Business Relationship", provided that (when the Affiliate is the contracting party) you are in some way involved in the process of identifying, referring, or selecting the Acceleration Co-op New Colleague.
    2. If you are retained by an Acceleration Co-op New Colleague or an Affiliate of his/hers during the time this Agreement is in force, or for a period of 6 months after it is terminated, that business relationship shall be defined as an "Acceleration Co-op Business Relationship", provided that (when the Affiliate is the contracting party) the Acceleration Co-op New Colleague is in some way involved in the process of identifying, referring, or selecting you.
    3. In case of doubt, the decision as to whether or not a business relationship is an Acceleration Co-op Business Relationship shall be solely at the discretion of you and the relevant Acceleration Co-op New Colleague. The Acceleration Co-op itself will not determine the nature of your business relationships. If Acceleration Co-op, LLC. believes a member is systematically mischaracterizing such relationships our only recourse is to terminate the membership of the member involved.

Acceleration Co-op Fee.

  1. By executing this Agreement you agree that Acceleration Co-op will be entitled to receive a fee ("Acceleration Co-op Fee") for every Acceleration Co-op Business Relationship into which you enter.
  2. The Acceleration Co-op Fee will be equal to a fixed "Percentage" of the "Year One Compensation" from the Acceleration Co-op Business Relationship.
  3. The "Percentage" will be ten percent (10%).
  4. "Year One Compensation" is the total compensation paid by the "client" to the "consultant" under the Acceleration Co-op Business Relationship during the 12 month period following the date the Acceleration Co-op Business Relationship commences. Year One Compensation includes all forms of compensation including, but not limited to, both cash and equity (e.g. including compensation in the form of stock in a corporation or membership interest in a partnership or LLC).

Payment details

  1. The intent of this Agreement is that Acceleration Co-op shall receive payment of its proportional fee each time you receive, or pay, compensation as a result of an Acceleration Business Relationship.
  2. If you enter into an Acceleration Co-op Business Relationship, you agree that you will include in the contracts defining the Acceleration Co-op Business Relationship a provision specifying that Acceleration Co-op, LLC shall be paid a fee calculated as defined above.
  3. If you expect to receive compensation from an Acceleration Co-op Business Relationship, you agree that you will:
    1. provide adequate information to Acceleration Co-op to enable us to submit appropriate invoices (for our fee) in a timely manner to the payor; and
    2. accurately report the size of compensation received under the Acceleration Co-op Business Relationship in a periodic survey we will send you either quarterly or annually.
  4. If you pay compensation to an Acceleration Co-op New Colleague under an Acceleration Co-op Business Relationship, you agree that you will use your best efforts to remit to Acceleration Co-op, LLC. in a timely manner the proportional Acceleration Co-op Fee.

Nature of relationship
You agree that for the purposes of your relationship with Acceleration Co-op, LLC. you are an independent contractor. You will not act as an agent nor shall you be deemed an employee of the Acceleration Co-op, LLC. for the purposes of any employee benefit program, income tax withholding, FICA taxes, unemployment benefits or otherwise. You shall not enter into any agreement or incur any obligations on behalf of Acceleration Co-op, or commit Acceleration Co-op in any manner without the Acceleration Co-op's prior written consent.
 
Limitation of Liability.
In no event will Acceleration Co-op, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Acceleration Co-op under this agreement during the twelve (12) month period prior to the cause of action. Acceleration Co-op shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
 
Termination

  1. Either you or the Acceleration Co-op may terminate this Agreement at any time by notifying the other party in writing (including by email). It will be sufficient to send a single email to either  contracts[at]accelerationcoop[dot]com (if you terminate the Agreement) or to the current email address in your account at Acceleration Co-op (if Acceleration Co-op terminates the Agreement).
  2. Your membership of Acceleration Co-op may be terminated at any time for any reason without notice by either yourself or by Acceleration Co-op, in which case this Agreement will automatically terminate. To request termination of your membership contact webmaster[at]accelerationcoop[dot]com.
  3. The Advisor connections feature of your membership may be de-activated by Acceleration Co-op at any time for any reason without notice, in which case this Agreement will automatically terminate.
  4. The initial term of this Agreement will be 3 years after which it will automatically terminate.
  5. Termination shall not relieve you of your continuing obligations under this Agreement, particularly with respect to payments as defined above.

Miscellaneous

  1. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. The federal and state courts within the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. The parties consent to personal jurisdiction of the federal and state courts within California.
  2. While Acceleration Co-op encourages its members to find ways to work together and enter into business relationships for their mutual benefit, we act solely as a facilitator and any contracts you enter into with other Acceleration Co-op members, their Affiliates, or third parties are entirely at your own risk.
  3. With respect to the rights and obligations of members of the Acceleration Co-op with respect to the Advisor connections feature of their membership, this Agreement constitutes and expresses the entire agreement and understanding between the parties. All previous discussions, promises, representations and understandings between the parties relative to this Agreement, if any, have been merged into this document. 
  4. To the extent this agreement differs from material on the Acceleration Co-op website or in other Acceleration Co-op materials (marketing and other materials) in regard to the rules, provisions or operating principles associated with the Advisor connections membership feature, this Agreement shall be the defining and governing document.
  5. The terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties, their heirs, legal representatives, successors and assigns.

Appendix: Clarifying examples - business relationships.

  1. If an expert member is retained by the company for which an Acceleration Co-op New Colleague works, and reports to him under the terms of the business relationship, that is clearly an Acceleration Co-op Business Relationship. Or if a company retains an expert as the direct result of a recommendation from an Acceleration Co-op New Colleague who is a major investor in that company, that would be an Acceleration Co-op Business Relationship.
  2. On the other hand, if you are retained by a division of a large multi-national, and an Acceleration Co-op New Colleague works for a different division of the same multinational and had no involvement in recommending you, that would be clearly not an Acceleration Co-op Business Relationship. And if an Acceleration Co-op New Colleague simply makes an introduction to a company with which he is not affiliated, and which is not a member of the Acceleration Co-op, and that company retains an expert member, that would be not an Acceleration Co-op Business Relationship.