Terms of Investor Partnership Agreement
Last Updated : 20 June 2021
BY ACCEPTING THIS AGREEMENT OR SIGNING UP TO BECOME AN INVESTOR PARTNER, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Modifications to this Agreement: From time to time, SaaS Insider may modify this Agreement. Unless otherwise specified by SaaS Insider, changes become effective for Partner upon renewal of the Partnership. SaaS Insider will use reasonable efforts to notify Partner, unless updated in writing, to their registered email at the time of registering of the changes through communications via email.
The “Effective Date” of this Agreement is the date which the Investor registers to become an Investor Partner.
As part of this agreement, The SaaS Insider has agreed to share details of Startups and connect the Investor with such Startups looking for investment subject to the terms and conditions laid out in this agreement.
These Terms of Investor Partnership Agreement (the “Agreement”) is entered into by and between SaaS Insider (“SaaS Insider”) and the Investor (“Investor Partner”). In consideration of the terms and conditions set forth below, the parties agree as follows:
1. Definitions
1.1 Startups: Any young company looking for investment and mentorship that has approached SaaS Insider for being evaluated and referred to appropriate Investors.
1.2 Investor Partner: Any investor wanting to Partner with us and provide investment and mentorship services to Startups registered in SaaS Insider.
2. Responsibilities of SaaS Insider
SaaS Insider shall use commercially reasonable efforts to fairly evaluate a Startup based on factors like existing investors, founders, vertical and any other factors deemed appropriate in order to qualify them for investment and share details of such qualified Startups to the Investor Partner. SaaS Insider is only responsible for offering formal introductions of qualified Startups to the Investor Partner and shall not have any further obligations.
3. Responsibilities of Investor Partner
The Investor Partner shall objectively review such evaluation provided by SaaS Insider and engage with the Startup and do further assessment as required in fair manner maintaining full inclusion and without discrimination and express their interest for funding a Startup. Unless otherwise agreed upon in writing, and in accordance with any confidentiality agreements between the Investment Partner and Startup the Investment Partner shall to the best extent disclose any details of such engagement and investments for SaaS Insider to improve its evaluation process and track any success metrics as applicable.
The Investor Partner shall disclose any information as required by SaaS Insider to take into account during evaluation and refer only such Startups to the Investor Partner that qualifies such pre-requisites.
4. Intellectual Property
4.1 Ownership Rights. Any information disclosed by SaaS Insider, Investor Partner or Startup shall remain the property of SaaS Insider, Investor or Startup respectively, provided, however, the Investor Partner shall have the right to use any information provided by SaaS Insider pursuant to the evaluation of the Startup to make any further decision.
4.2 Feedback Data. SaaS Insider shall use any feedback provided by Investor or Startup to improve its evaluation methods and shall have the right to discuss evaluation methodologies in public, provided, however any confidential or commercially sensitive information shall not be disclosed to public.
5. Term and Termination
5.1. Term and Renewal. The term of the Agreement shall be 1 year and shall renew automatically unless terminated by a party giving at least thirty (30) days written notice of non-renewal prior to the end of the term.
5.2. Termination for Cause. Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
6. Confidentiality
Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving party may use the disclosing party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this section will supersede any non-disclosure agreement by and between the parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Startup’s, Investor Partner’s and SaaS Insider’s data, and such agreement will have no further force or effect with respect to the foregoing. If the receiving party is required by law or court order to disclose Confidential Information of the disclosing party, then the receiving party will, to the extent legally permitted, provide the disclosing party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
7. Warranties/Disclaimer of Warranties
SaaS Insider warrants that the evaluation shall be carried out based on as much information as the Startup is able to provide, provided, however, the accuracy and completeness of such information is subject to the extent of accuracy and completeness of information provided by the Startup that are restricted by any pre-existing agreements the Startup may have with existing investors or other parties. SaaS Insider however, shall use its best efforts to extract as much information as possible in order to fairly evaluate the Startup prior to sharing such Startup’s information with the Investment Partner.
8. Limitation of Liability
SaaS Insider shall not be liable for Startup’s poor performance post Investor Partner’s funding to the Startup or any acts of the Startup or any third-party that may negatively impact the Investor Partner. SaaS Insider only acts as a messenger to connect Startups looking for investments to appropriate Investor Partners and will not be able to offer any monetary compensation for any claims.
9. Miscellaneous
9.1. Publicity Rights. Each party owns all rights, title, and interest in its logos, and registered or unregistered trademarks (collectively, “Marks”). Unless otherwise agreed upon in writing, the Investor Partner hereby grants SaaS Insider a limited license to use, reproduce, publish, and distribute Investor Partner’s Marks to fulfill its obligations under this section.
9.2 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be null and void.
9.3 Survival. Unless the Investor and Startup have a written Agreement that governs confidentiality between the Investor and Startup and how information obtained by either party shall be utilized, all the sections of the Agreement will survive any termination of the Agreement, provided, however, evaluation methods, feedback and insights provided by SaaS Insider shall continue remain confidential and only information as deemed appropriate shall be disclosed to the public to the extent required to get further feedback to improve SaaS Insider’s evaluation methodologies and serve Startups and Investor Partner’s better.
9.4. All notices to be provided by one party to the other under this Agreement may be delivered in writing by electronic mail to the e-mail address provided by the parties.
9.5. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Investor Partner learns of any violation of the above restriction, Investor Partner will use reasonable efforts to promptly notify SaaS Insider.
9.6. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to, acts of God, acts of government, acts of terror or civil unrest, Internet failures, or acts undertaken by third parties not under the performing party’s control, including, without limitation, denial of service attacks (“Force Majeure Event”). In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other party may terminate this Agreement on written notice to the non-performing party.
9.7. Governing Law. This Agreement is governed by the laws of India without regard to conflict of laws principles. The parties hereby submit to the exclusive personal jurisdiction of the federal and state courts of Karnataka, Bangalore for any claims or dispute relating to this Agreement.
9.8 No Agency. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties hereto or constitute or be deemed to constitute any party the agent or employee of the other party for any purpose whatsoever, and neither party shall have authority or power to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.
10. Entire Agreement
This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement, whether written or oral, between the parties in relation to that subject matter.
