Terms of Use

ScaleUP USA Accelerator Agreement

Effective Date: October 27th, 2022

THE AGREEMENT: This ScaleUP USA Accelerator Agreement (hereinafter, "Agreement") is made between Launch Dream, LLC, a limited liability company, organized under the laws of the Commonwealth of Virginia, USA hereinafter referred to as "Course Provider," and you, further defined below, as a participant in the Course.

Launch Dream is the operator of the ScaleUP USA Accelerator which primarily offers paid and free Courses based on federal business acceleration programs. Participants may enroll in a single or multiple online courses. When enrollment in a single program allows registration in multiple courses, the program is called a “bundled program.” The words Course and Courses may be used interchangeably within the below document.

All parts and sub-parts of this Agreement are specifically incorporated by reference here. This Agreement shall govern the use of all pages, videos, audios, presentations, and screens in and on the Course (all collectively referred to as "Course") and any services provided by this Course Provider through the Course ("Services") and/or on the Course Provider's website ("Website").

Article 1 - DEFINITIONS:

A) The parties referred to in this Agreement shall be defined as follows:

I) Course Provider, us, we: Course Provider, as the creator, operator, and publisher of the Course, is responsible for providing the Course publicly. Course Provider, us, we, our, ours, and other first-person pronouns will refer to the Course Provider, as well as, if applicable, all employees and affiliates of the Course Provider.

II) You, the user, the participant: You, as the participant in the Course and user of the Website, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as user or participant.

III) Parties: Collectively, the parties to this Agreement (Course Provider and You) will be referred to as Parties.

B) The main “Program Bundle” currently available on the ScaleUP USA Accelerator platform includes:

I) Federal Business Accelerator Bundled Program (Foundational Program)

II) Federal Business Accelerator Bundled Program Plus Federal Partnership Marketplace (Intermediate Program)

III) Industry Powered Learning Program (Advanced Program)

IV) Career Trajectory Bundled Program (Foundational Program)

The above-bundled programs and their multiple courses are available through the ScaleUP USA platform website at https://www.scaleupus.com/. Additional courses may also be available through the website. The Intermediate and Advanced Programs registration may need the signing of an additional Memorandum of Understanding (MOU).

Article 2 - ASSENT & ACCEPTANCE:

By purchasing and participating in the Course, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please cease your participation in the Course immediately. If you do so after purchase, you will not be entitled to any refund. Course Provider only agrees to provide the Course to you if you assent to this Agreement.

Article 3 - AGE RESTRICTION:

You must be at least 18 (eighteen) years of age to use this Website, participate in the Course or access any Services contained herein. By participating in the Course, you represent and warrant that you are at least 18 years of age and legally agree to this Agreement or that you are the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use this Website. Course Provider assumes no responsibility or liability for any misrepresentation of your age.

Article 4 - LICENSE TO USE WEBSITE & ACCESS COURSE MATERIALS:

We may provide you with certain information as a result of your accessing the Course through the Website. Such information may include but is not limited to, documentation, workshops, data, or information developed by us and other materials which may assist in your participation in the Course ("Materials"). Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable, and revocable license to use the Materials solely in connection with your participation in the Course and your use of the Website. The Materials may not be used for any other purpose, and this license terminates upon your completion of the Course, your cessation of use of the Course or the Website, or at the termination of this Agreement.

Article 5 - COURSE TERMS:

The Course does not have a structured start date, which means you may begin it at any time. Whether or not the Course has been completed, it will typically expire at the end of the Course term. Check the Program Bundle or Course landing page for Course terms. Courses expired will not be renewed for free.

We sometimes offer two different plans for payment for the Bundled Programs. The first is a one-year, one-time payment plan. Here, you pay the entire amount at the time of the order. This is the best value plan that we offer. The second is a one-year, two-times payment plan. Here, you pay the entire amount in two payment installments. The first is at the time of the order and the second is typically within one month of the order. By opting for the one-time or installment payment plan, you agreed to pay all payments fully and on time.

If the bundle or Course is an auto-renewal subscription, the pricing plan will typically carry the notification “Yearly Subscription Plan” or “Monthly Subscription Plan.” Typical subscription plans will auto-renew at the end of the service time frame and may need to be canceled physically by the participant by visiting “My Account > Billing > Subscription.” It is the participant’s responsibility to cancel the subscription at the appropriate time before auto-renewal. We are not responsible for refunds relating to subscriptions that auto-renew but were not wanted by the participant.

Participants will receive their certificate once they reach 100% completion in their paid Course and can access it anytime directly within the Course or from the participant’s account settings.

The Course and any of its accompanying Materials may not be shared with any party. If we suspect that the Course or Materials are being shared and/or that you have shared your log-in information with any party, we reserve the right to immediately terminate your access to the Course, in our sole and exclusive discretion.

We do not offer any promises or guarantees regarding our Courses or Course Materials. You hereby acknowledge and agree:

A) You are solely and exclusively responsible for the choices that you make about our Courses, the Materials contained within them, or any significant changes to your business or life.

B) You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take.

C) We are not liable for any result or non-result or any consequences which may come about due to your participation in our Courses.

D) Our Courses do not constitute a therapeutic relationship or a medical one. We do not provide therapy or medical services and you are responsible for procuring these services at your own will and discretion if needed.

E) We do NOT invest or take equity or warrants in the companies we work with. We are strictly a fee-based service at the foundational level. At the intermediate and advanced levels, we are a fee plus share of the revenues business model.

The participant understands and agrees that completion of the bundled program or Course is not a guarantee of employment or of obtaining an internship or externship or the successful creation and/or growth of a company.

Article 6 - INTELLECTUAL PROPERTY:

You agree that the Materials, the Course, the Website, and any other Services provided by the Course Provider are the property of the Course Provider, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Company owns all rights, title, and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks, or Uniform Resource Locators (URLs), without express written permission from the Company.

You are not authorized to: -

i) Copy, modify, reproduce, re-publish, sub-license, sell, upload, broadcast, post, transmit or distribute any of the Course Materials without prior written permission.

(ii) Record on video or audio tape, relay by videophone or other means the Courses.

(iii) Use the Course Materials in the provision of any other course or training whether given by us or any third-party trainer.

(iv) Remove any copyright or other notice of Launch Dream, LLC or ScaleUP USA on the Course Materials.

Article 7 - CONTENT YOU POST:

Through your participation in the Course and your use of the Website, you may be permitted to post materials to the Course pages and other parts of the Website ("User Contributions"). You hereby grant Course Provider a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of User Contributions you post. The Course Provider claims no further proprietary rights in your User Contributions.

You also agree to comply with the "Acceptable Use" provision of this Agreement for all User Contributions that you post, including and especially to not violate the intellectual property rights of any third party through your User Contributions.

If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact us and let us know.

Article 8 - YOUR OBLIGATIONS:

As a participant in the Course, you will be asked to register with us. When you do so, you will choose a user identifier, which may be your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, your name and phone number. You are responsible for ensuring the accuracy of this information. All such identifying information will enable you to participate in the Course. You must not share access to the account and your password with any third party, and if you discover that your account or password has been compromised, you will change it immediately and you agree to notify us immediately in writing. An email notification will suffice. You are responsible for maintaining the safety and security of your account and password as well as keeping your account profile updated on any changes to your identifying information.

The billing information you provide us, including credit card, billing address, and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of your identifying information. Providing false or inaccurate information or using the Course or the Website to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

The participant consents and authorizes the release of their student profile, enrollment, and Course completion data to us for (1) Researching, developing, or improving our products or services or for public aggregated reporting (2) Reporting to a third-party academic institution or partner who were responsible for helping the registration of the student with us (3) If required by law, such as to comply with a subpoena, warrant, court order, or similar legal or administrative process, and (d) A third-party purchase or otherwise acquires us, in which case student data will likely be among the assets transferred.

OBLIGATIONS: As a participant in the Course, you will be asked to undertake and complete the following obligations:

Complete all practicums when offered. Practicums are practical sections of the Course and help in better understanding of the Course material.

Foreign-owned companies, foreign-domiciled companies, and foreign-citizen employees may have certain restrictions in working with US federal government opportunities subject to US federal acquisition regulations. As a participant in the Program, you will make yourself aware of these and agree to abide by them.

Article 9 - PAYMENT & FEES:

As noted above, the Course Fees are listed on the landing page of bundled programs or individual Courses. The entirety of the Fees is due and payable upon your registration in the Course. No payment plans or installment plans are available. Fees are non-refundable. You shall be responsible for all costs for your access to any Course.

We reserve the right to refuse any order you place with us. We may, at our sole discretion, limit or cancel quantities purchased per person, per business, or per order. If we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail or phone number provided at the time the order was made. We reserve the right to discontinue, modify, or change the content and price of any Service or Course at any time. Any offer for any Service made on this Website is void where prohibited.

Article 10 - ACCEPTABLE USE:

You agree not to use the Course or the Website for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Course or the Website in any way that could damage the Course, Website, Services, general business, or the reputation of the Course Provider.

You further agree not to use the Course or the Website:

I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;

II) To violate any intellectual property rights of the Course Provider or any third party;

III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;

VIII) To unlawfully gather information about others.

Article 11 - AFFILIATE MARKETING & ADVERTISING:

We engage in affiliate marketing whereby we receive a commission on or a percentage of the sale of goods or services on or through the Course and/or Website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.

We may provide you with access or introduction to third-party tools on our Websites, via links, through apps, or other online services over which we neither monitor nor have any control nor input. If we provide third-party tools, they will list the party’s name on the content. You acknowledge and agree that we provide access or introduction to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and any endorsement. We shall have no liability whatsoever arising from or relating to your use or payment of optional third-party tools. Any use by you of optional tools offered through the Website is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms and prices on which tools are provided by the relevant third-party providers.

We may also provide third-party or native content on our Website as workshops, expert advice, targeted articles, specialty programs, or courses. If we provide third-party and native content articles or videos, they will list the party’s name on the content. These articles may include links that may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the accuracy or reliability of the third-party or native content on our Website and we do not warrant and will not have any liability or responsibility for such content.

Article 12 - NO LIABILITY:

The Course and Website are provided for informational purposes only. You acknowledge and agree that any information posted in the Course, in the Materials, or on the Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Course is at your own risk. We do not assume responsibility or liability for any advice or other information given in the Course, in the Materials, or on the Website.

Article 13 - REVERSE ENGINEERING & SECURITY:

You agree not to undertake any of the following actions:

a) Reverse engineer or attempt to reverse engineer or disassemble or repurpose any code, software, or course content from or on the Course or Website.

b) Violate the security of the Course or Website through any unauthorized access, circumvention of encryption or other security tools, data mining, or interference to any host, user, or network.

Article 14 - DATA LOSS AND PRIVACY POLICY:

We do not assume or accept responsibility for the security of your account or content. You agree that your participation in the Course or use of the Website is at your own risk.

Registration data and other information about you are subject to our privacy policy. Note that the information that you provide to us may be sent to other countries for processing. By becoming a Participant on our Website, you consent to your data being sent abroad for processing.

The information we gather on our Website falls into two categories: (a) personal information you supply when you subscribe, order, fill a form, template, complete a survey, register, enter a contest or sweepstakes, or provide your e-mail address, and (b) tracking information we may collect as you navigate through our Website.

(A) We may ask you to order services on our Website. When you do this, we and/or our agents collect personally identifiable information about you such as your name, e-mail address, telephone number, and areas of interest. When personally identifiable information is collected, you will know because you will have to fill out a form. We use personally identifiable information in a limited number of ways. First, we use the information to complete encrypted order transactions and fulfill order requests for our services. Second, we also use the contact information you provide to send you e-mails for Services that we believe may be of interest to you. Third, we use third-party instructors and sponsors to develop valuable free or subsidized content or programming, and if you register for such third-party instructor-led courses or sponsored programs they may have access to your contact information like your name, company, email address, program activation date, lessons/chapters viewed or completed, etc. Fourth, we use third-party technology platform companies to deliver our services to you and therefore they have access to your information. Finally, we may occasionally release personal information as required by law, for example, to comply with a court order or subpoena.

(B) When you use our Website, we may collect tracking information such as your browser type, the type of operating system you use, the domain name of your internet service provider, the website or search engine that referred you to us and pages visited on our Website. We collect it for aggregate reporting on-site activity. For example, we may want to know how long the average user spends on our Website or which pages or features get the most attention. We use this information to make the Website more useful to you. We may use "cookies" to store and sometimes to track user information. Cookies, by themselves, do not tell us the e-mail address or other personally identifiable information. A cookie is a small amount of data that is sent to your browser from a web server and stored on your computer's hard drive. A cookie contains a unique number that allows our Website to recognize your computer. The help function on most browsers contains information on how to set your browser to notify you before accepting cookies or to disable cookies entirely. However, if you don't accept cookies, you may not be able to take full advantage of various features on our Website that are available to other visitors.

Article 15 - INDEMNIFICATION:

You agree to defend and indemnify the Course Provider and any of our employees and affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your participation in the Course, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense if we wish.

Article 16 - SPAM POLICY:

You are strictly prohibited from using Course for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

Article 17 - MODIFICATION & VARIATION:

We may, from time to time and at any time without notice to you, modify this Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the remaining balance version of this Agreement shall be considered enforceable and valid to the fullest extent.

Article 18 - ENTIRE AGREEMENT:

This Agreement constitutes the entire understanding between the Parties with respect to the Course. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

Article 19 - SERVICE INTERRUPTIONS:

We may need to interrupt your access to the Course to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Course and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.

Article 20 - TERM, TERMINATION & SUSPENSION:

We may terminate this Agreement with you at any time for any reason, with or without cause. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of us or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. You may also terminate this Agreement at any time by contacting us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

Please be advised that terminating this Agreement does not entitle you to a refund on any monies spent with us.

Article 21 - NO WARRANTIES:

You agree that your participation in the Course and your use of the Website is at your sole and exclusive risk and that any Services provided by us are on an "As Is" basis. We hereby expressly disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Course or Website will meet your needs or that the Course or Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information in the Course or on the Website. You agree that any damage that may occur to you, through your computer system, or as a result of the loss of your data from your participation in the Course or your use of the Website is your sole responsibility and that we are not liable for any such damage or loss.

We are not responsible if the information made available on this Website is not accurate, complete, or current. The material on this Website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this Website is at your own risk. This Website is not a substitute for management, legal, financial, fiduciary, investment, due diligence, or any other kind of professional expert advice.

This Website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to update the contents of this Website at any time, but we have no obligation to update it. You agree that it is your responsibility to monitor changes to our Website.

Article 22 - LIMITATION ON LIABILITY:

We are not liable for any damages that may occur to you as a result of your participation in the Course or your use of the Website, to the fullest extent permitted by law, as noted above. The maximum liability of the Course Provider arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount you paid to us in the last six (6) months. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

Article 23 - GENERAL PROVISIONS:

A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Course and your use of the Website, you agree that the laws of the Commonwealth of Virginia, USA shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Fairfax County, Virginia, USA. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.

C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Fairfax County, Virginia, USA. The arbitration shall be conducted by a single mutually agreed arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Commonwealth of Virginia. Each Party shall pay its own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased, or otherwise transferred by Course Provider, the rights, and liabilities of Course Provider will bind and inure to any assignees, administrators, successors, and executors.

E) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

F) NO WAIVER: If we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

H) NO AGENCY, PARTNERSHIP, OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

I) FORCE MAJEURE: We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, pandemics, failure to provide a Course caused by a death in the trainer’s family, illness of the trainer, government edict or regulation and other acts which may be due to unforeseen circumstances.

J) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail. For any questions or concerns, please contact/email us as under:

(a) First Choice: Customer Support Form

(b) Backup Email Contact: ScaleupUSA(at)Gmail.com

###