BonBillo, Inc. (“BonBillo”) is offering an online social entrepreneurship platform (the “Platform”) pursuant to this user agreement (this “Agreement”). As a condition to your use of the Platform, each undersigned user (“you”, “your” and, where applicable, your “Company”) must agree to the following terms and conditions in favor of the parties that make this Platform available. BonBillo is an innovative service provider that provides online courses and resources and makes experienced mentors (the “Mentors”) available to emerging innovators such as yourself and your Company in group settings. As consideration for use of the Platform, you hereby agree to the following:

  1. BonBillo Not Liable for Advice. Online course materials are for instruction only. Mentors should be viewed as advisors and coaches. While it is BonBillo’s hope that these relationships will prove fruitful, BonBillo takes no responsibility for the advice or guidance provided in the course materials or by any Mentor. You are free to accept or reject any feedback or direction given by a Mentor or a BonBillo staff member. The execution of any decisions reached with the assistance of a Mentor or a BonBillo staff member is your sole responsibility.

  2. No Company Confidentiality; Release. You understand and agree that during your use of the Platform, you may collaborate with members of your Company and with users from other companies. As such, sensitive information about your Company such as trade secrets (collectively “Company Information”) may be discovered by BonBillo staff, Mentors, and other users – none of whom will be signing non-disclosure agreements with respect to information learned about your business. Accordingly, it will be your exclusive responsibility to protect any of Company Information. You also agree that Mentors and BonBillo staff may share with others Company Information that you have shared with them, to the extent necessary or advisable, if it is intended to benefit the Company by providing an introduction to a strategic relationship or for similar reasons. Finally, you agree that BonBillo may also disclose Company Information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (a) comply with a current judicial proceeding, a court order or legal process served on BonBillo or its website, (b) enforce this Agreement, (c) respond to claims that Company Information violates the rights of third parties, or (d) protect the rights, property or personal safety of BonBillo, its employees and the public. Furthermore, you hereby voluntarily release each member of BonBillo’s staff, its Mentors, and users, from any liability, responsibility, and accountability relating to or arising out of their receiving and sharing of Company Information.

  3. Conditional Participation. Your access to and use of the Platform is conditioned on adherence to the terms of this Agreement and BonBillo’s policies and procedures.

  4. BonBillo Confidential Information. You will keep all BonBillo proprietary information, including the course materials provided in connection with the Platform (whether in written, oral, or digital form, or otherwise) (the “BonBillo Confidential Information”) strictly confidential. You will not copy or reproduce the BonBillo Confidential information, or disclose the BonBillo Confidential information to any third parties without the prior written consent of BonBillo.

  5. Expenses. You agree to be responsible for all costs and expenses relating to your use of the Platform, including the cost of purchasing recommended books or other materials.

  6. License Grant. You hereby grant BonBillo, and its employees and agents, permission and a worldwide, irrevocable, perpetual, royalty- free license, to take and use photographs, and visual/audio images and likenesses of you for advertising and marketing in various media, including but not limited to television, internet, video and print media, for use in conference presentations, and in connection with any other publications, at the discretion of BonBillo. You also hereby waive, release and discharge any and all claims of damages for personal injury or property damage which you may sustain, or which hereafter accrue to you, against BonBillo and their respective employees and agents as a result of your personal photograph(s), images of personal likeness or personal video/audio being taken and published.

  7. Indemnity, Release, and Waiver. You and the Company voluntarily agree to indemnify, release, and hold harmless BonBillo, the Mentors, and their respective managers, members, officers, employees, agents, affiliates, and representatives(each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), from any claim or demand, including reasonable attorneys’ fees, made by you or your Company or any of your respective directors, officers, managers, members, employees, agents, affiliates, or any third party in any way arising out of or relating to you or your Company’s (a) use of the Platform, (b) breach of this Agreement, or (c) other relationship with any Indemnified Party.

  8. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. The parties select, and agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts, which shall be the only forum in which any such dispute shall be litigated.

  9. Notices. Except as otherwise stated, any notice to BonBillo shall be given by email to Suraj Kripalani at suraj.kripalani@bonbillo.com, and any notice to you shall be given to the email address that you provided to BonBillo during the application process. Notice shall be considered given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid.

  10. Entire Agreement. The terms and conditions above constitute the entire agreement between you and BonBillo, superseding any prior agreements between you and BonBillo pertaining to the subject matter herein.

  11. No Agency. No agency, partnership, joint venture, employee-employer or franchiser- franchisee relationship between you and BonBillo is intended or created by this Agreement.

  12. No Waiver. BonBillo’s failure to exercise or enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision and does not waive BonBillo’s right to act with respect to subsequent or similar breaches.

  13. Severability. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and BonBillo nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.