Your access to and use of the websites (“Services”) of KOINY ('“KOINY” “The Foundation” “The KOIY Foundation”) are conditioned on your acceptance of and compliance with these Terms of Service (“Terms” “Terms and conditions”). By accessing or using the Services, you agree to be bound by these Terms. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.

Ownership

All materials on this website are owned or licensed by KOINY and/or its third-party providers and are protected by Canadian and international intellectual property laws. Unless otherwise indicated, all service marks, trademarks, and logos appearing on this website are the exclusive property of KOINY. The information, materials, and other content of this website may not be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work, or otherwise used for public or commercial purposes without the express written consent of KOINY.

Products and services

The information, materials, products, and services on this website are current at the time of writing and are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products or services is subject to determination by and the approval of KOINY. No solicitation is made by KOINY to any person to use any information, materials, products, or services in any jurisdiction where the provision of such information, materials, products, and services is prohibited by law. The information on this website or in any communication containing a link to this website is not intended to constitute investment advice or an offer to sell, or the solicitation of an offer to purchase shares or other securities. Services and products are available through KOINY. Investment products and services are not -insured, are not deposits or obligations of, or guaranteed by, any bank, and involve investment risks, including the possible loss of the principal amount invested. Investors should always obtain and read an up-to-date investment services description or prospectus before deciding whether to appoint an investment manager or invest. Investors invest their own resources at their own risk and assume responsibility for any loss incurred.

International use

KOINY makes no warranties that materials on this website are appropriate for use in countries other than Canada. Because the website may be accessed internationally, you agree to comply with all local laws, rules, and regulations including, without limitation, all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the website. The information on this website is not intended for distribution to or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject KOINY or its affiliates to any registration requirement within such jurisdiction or country.

No warranty

KOINY does not warrant the accuracy, adequacy, completeness, or timeliness of the information, materials, products, and services on this website or the error-free use of this website. All information, materials, products, and services are “as is” and “as available.” No warranty of any kind, express or implied, including but not limited to the warranties of non-infringement of third-party rights, title, merchantability, fitness for a particular purpose, and freedom from computer viruses is given in conjunction with the information, materials, products, and services. Any views expressed herein are those of the author(s), are based on available information, and are subject to change without notice. Individual portfolio management teams may hold different views and may make different investment decisions for different clients. KOINY does not warrant that the website will meet your needs. You agree to assume the entire risk as to your use of the website.

Limitation of liability

In no event shall KOINY be liable for any damages, losses, or liabilities including without limitation, direct or indirect, special incidental, consequential damages, losses, or liabilities, in connection with your use of this website or your reliance on or use or inability to use the information, materials, products, and services on this web site, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line or system failure, even if KOINY is advised of the possibility of such damages, losses, or expenses.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS WEBSITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE KOINY OR ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THIS WEBSITE.

Indemnification

As a condition of your use of the Services, you agree to indemnify and hold KOINY, its affiliates, and its and their respective partners, directors, employees, and agents harmless from and against any and all claims, losses, liability, costs, and expenses (including but not limited to attorney’s fees) arising from your use of the website or from your violation of these Terms.

Non-hiring

Users (including all subsidiaries, affiliates, and joint ventures) shall, during the term of the agreement and for a period of twelve (24) months thereafter, not solicit any of KOINY’s employees, agents, representatives, ambassadors, collaborators, and sub-contractors without KOINY’s prior written consent. If however, a mutual agreement is reached between KOINY and the User about such hiring, the User will subsequently pay KOINY a single fee calculated at twelve (12) months of the annual gross salary or income of that employee, agent, or sub-contractor.

Expectations

If you want to own equity and/or invest in a company in our roster, you must be enrolled as a KOINY Investor.  If you want to participate in KOINY’s Business Club events, you must be enrolled as a Member.

Hyperlinks

Your use of the hyperlinks on this website to other Internet websites is at your own risk. KOINY is not responsible for the content or accuracy of third-party websites hyperlinked from this website, nor does it guarantee the products or services offered on third-party websites. You should review the privacy statements of a website before you provide any personal or confidential information.

Website security and restrictions on use

As a condition to your use of Services, you agree that you will not, and you will not take any action intended to: (i) access data that is not intended for you; (ii) invade the privacy of, obtain the identity of, or obtain any personal information about any other user of this web site; (iii) probe, scan, or test the vulnerability of this web site or KOINY’s network or breach security or authentication measures without proper authorization; (iv) attempt to interfere with service to any user, host, or network or otherwise attempt to disrupt our business; or (v) send unsolicited mail, including promotions and/or advertising of products and services. Unauthorized use of the website or Services, including but not limited to unauthorized entry into KOINY’s systems, misuse of passwords, or misuse of any information posted to a website, is strictly prohibited. Portions of the website are designated for password access only as indicated by a lock icon. In these instances, if you do not have an authorized password, no access is permitted.

Posting Information on the Site

To operate the Site, KOINY requires certain rights. When you post text, files, links, attachments, photos, videos, or other materials or information (collectively, “User Content”) to visible areas of the Site (such as chat areas, message boards, profile pages, or “blogs”), you are granting, or representing that the owner of such User Content has granted, a worldwide, royalty-free, perpetual, irrevocable, sublicensable, transferable, fully paid up, non-exclusive right under all Intellectual Property Rights to use, copy, reproduce, modify, transmit, distribute, perform, analyze, remove and display such User Content (in whole or in part) and incorporate such User Content in other works in any form, media or technology. Excluding certain information contained in your Member profile, and subject only to restrictions in our Privacy Policy, all material, information, or ideas that you upload, publish, distribute, post, or disseminate on or through the Site will be treated as non-confidential and non-proprietary and may be used or disseminated by KOINY or its affiliates for any purpose. You also acknowledge and agree that KOINY is free to use any ideas, concepts, know-how, feedback, or techniques that you provide for any purpose without any compensation to you. You are responsible for the consequences of posting User Content regarding KOINY or any third party, including other users, and agree to hold KOINY harmless from any damages suffered or claims asserted by a third party as a result of any comment or information you choose to post or distribute. You may be held legally responsible for damages suffered by other users, KOINY, or other third parties as a result of legally actionable or defamatory comments, other comments or information, or User Content that you post to the Site. KOINY is not legally responsible for any comments, information, or other User Content posted or made available on the Site by any user or third party, even if such information or User Content is defamatory or otherwise legally actionable. KOINY is not responsible for your or another person’s misuse or misappropriation of User Content or for your interactions with others on the Site. KOINY is also not responsible for and does not monitor or censor User Content for accuracy or reliability. KOINY, however, may remove or restrict access to information or User Content posted or made available on the Site by its users or any third party if ordered to do so by a court or if KOINY considers such information or User Content to be in violation of these Terms, posted rules or its policies and procedures.

Nominations

A User may nominate one or or more individuals or entities for any of the roles or activities communicated by KOINY, including and not limited to Members, Entrepreneurs, Ventures, Investors, Sponsors, Partners, Ambassadors, Clients/Projects/RFPs, Creators of the Board of Creators, Speakers, Mentors, Judges, Writers, Artists, Board members, Collaborators, Employees. Applications and applicants must comply with KOINY’s Terms of Service. Candidates must apply online and indicate the referral in their nomination. The nomination does not impact the acceptance of a candidate in any way, and KOINY rejects, delays, or approves an application at its sole discretion.

Dealings with Advertisers or Partners

Your correspondence or business dealings with or participation in promotions of advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and that advertiser or partner. You agree that KOINY is not responsible or liable for any loss or damage incurred as the result of any such dealings or as the result of the presence of such advertisers or partners on the Site.

Sponsored content

Materials labeled Sponsored/Branded Content are the product of a paid promotion or partnership with a third-party content provider. This content has been developed directly by or with assistance from KOINY. KOINY has received permission to use this material on this website. KOINY is not responsible for any materials produced by the third-party provider that were not directly commissioned and/or approved by KOINY. Please see further information about third-party website content.

Third-party content

KOINY may offer links to other third-party websites. When you click on these links you will leave KOINY’s website and will be redirected to another site. The links are provided solely for your convenience and for informational purposes only; they do not constitute an endorsement, guarantee, or approval by KOINY of any of the products, services, or opinions of the third party. KOINY makes no representation or warranty regarding the accuracy, legality, or content of the third-party site or the links. These sites are not under the control of KOINY. Please also be aware that the security and privacy policies on these sites may be different than those of KOINY. Please read third party privacy and security policies closely. If you have any questions or concerns about the products and services offered on linked third-party websites, please contact the third party directly.

Confidentiality and password security

Certain parts of this website may be protected by passwords or require a login. You are responsible for maintaining the confidentiality of any user names, passwords, security questions, and answers. All information available through the privileged area of the site is confidential and proprietary to us. This includes all investment information and results, offering materials, financial statements, and other information provided through this part of the site. You will use your best efforts to keep all this information strictly confidential. You will not disclose any of this information to any person or use it for any purpose other than those strictly permitted by us, in writing.

Class Actions

You expressly waive any ability to maintain a Class Action (plaintiff or class member in any purported class, collective, representative, multiple parties, or similar proceeding (each a “Class Action”) in any forum. An arbitrator shall not have the authority to combine or aggregate similar claims or conduct any Class Action or make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

Severability

If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be reformed only to the extent necessary to make it enforceable, and it will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions.

Applicable law

These Terms and any action related thereto are governed by British Columbia law and applicable Canadian federal law. Any dispute relating to the above shall be resolved solely in the state or federal courts located in British Columbia.

Privacy Statement

If you are located in the EU (or are a client or prospect of a KOINY affiliate located in the EU), please consult additional information provided under the EU General Data Protection Regulation. KOINY respects the privacy of its clients and the confidentiality of information about its clients.

Information we collect

We may collect non-public personal information about you on RFPs, questionnaires, and other forms we receive from you, as well as from personal contacts such as correspondence, e-mail, telephone calls, or meetings. We may also receive information about you from third parties, such as your accountants, lawyers, financial consultants, and/or other service providers. It also is possible to receive information from web browsers and apps regarding certain of your online activities using cookies, or other common tracking technologies. Please see our Cookies Policy for more information.

Information Sharing

KOINY seeks to provide seamless service to all clients and partners. To facilitate that process, personal information regarding client accounts is shared between KOINY affiliates. For example, an affiliate may share information with other affiliates in order to provide services. KOINY does not disclose your information except as required or permitted by law. In the event that KOINY is involved in a merger, acquisition, reorganization, or sale of assets, or bankruptcy, your information may be transferred or sold as part of that transaction.

Security policies

We use technical, administrative, and procedural measures in an attempt to safeguard your personal and other information from unauthorized access or use. Users are responsible for maintaining the secrecy of their own passwords. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of any account you might have with us has been compromised), please immediately notify us by contacting your relationship team member.

Transfer of data to other countries

KOINY is a global business and as a result, we or our third-party processors collect and transfer personal data globally and may transfer your personal data to locations outside of your country. Your personal data may also be processed by individuals operating outside your country who work for KOINY or for one of our vendors.  Where KOINY transfers your personal data to another country, it is required to do so in a manner consistent with legal requirements. 

Special Provisions Applicable to Users Outside of Canada 

You have given us your express and informed consent to transfer any data or other information that you provide to us to Canada and to process it in Canada.

Changes to terms of use

We may revise these Terms from time to time; the most current version will always be on our website. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

Cookies and tracking notice

KOINY and our third-party partners, such as analytics and content delivery partners, use various technologies to collect information, such as cookies, web beacons, and IP Addresses. This notice explains how we use cookies and other tracking technologies and how you can manage your preference regarding their use.

Cookies are small text files that are placed on your computer or device by websites that you visit. They are widely used in order to make websites work, or work more efficiently, as well as to provide information to the owners of the site. We use cookies for various purposes, which can be captured under the following categories: Necessary, Analytics, and Functional.

Necessary cookies

Most of our cookies are necessary for the operation of koiny.co or services that you request as an authorized user of koiny.co, such as to securely identify you and remember text you may have entered when you navigate back to a page in the same session. These cookies are necessary for the security and services of koiny.co, and as such, they cannot be disabled without impairing the functionality of koiny.co.

Analytics cookies

As is true of most websites, we and our third-party service providers use cookies that collect information about the performance of koiny.co, including how you interact with the website and whether you encountered any errors. These cookies do not gather any personal information and are only used to improve how the website works.

Functional cookies

We also use cookies to provide optional features and functionality that you may access on koiny.co. For example, a cookie can help us identify whether you have downloaded software in the past that allows you to access documents so that you won’t have to download it again. We use cookies to customize and personalize koiny.co based on preferences you may have expressed either directly by selecting an option or setting or indirectly by your prior use.

Managing cookies

Most web browsers automatically accept cookies but, if you prefer, you may take certain steps to control the use of cookies by modifying your browser to reject cookies or to notify you whenever a cookie is sent to your hard drive. You can learn more about cookies and ways to manage them at http://www.allaboutcookies.org/ or http://youronlinechoices.eu. Please be aware that restricting cookies on koiny.co may impact the functionality and performance of the site and may result in access to some services or data being denied.

Other tracking technologies

Web beacons, local storage, and scripts

We and our third-party partners may also employ web beacons or clear gifs (aka web beacons/web bugs), local storage (HTML5 storage), and scripts that help better manage content on koiny.co. Web beacons are tiny, clear graphics that are embedded invisibly on web pages. They are used to understand and monitor the online movements of users so that we may better understand and improve their experiences on koiny.co. In contrast to cookies, which are stored on a user’s computer hard drive, web beacons are not stored on a user’s computer or device. We may tie the information gathered to your personal information.  Local storage functions similarly to cookies and can be managed through your browser settings. Scripts are lines of code embedded in the source of the website that do not store any information on your device, but enable certain features on the website to operate.

IP addresses

In order to use the Internet, every computer on the Internet is assigned, either temporarily or permanently, an Internet Protocol Address (IP Address) by their institution or Internet service provider. When our websites or other internet services are accessed, we collect the IP Address of the accessing system as well as statistics on the date, time, internet protocol, and amount of data transferred. We store this information to ensure our ability properly investigate cyber-attacks and to perform analytics on the use of our internet services.

Third-party links

When you click on a link to a third-party website or other third-party resource, the third party may place a cookie from its own site. We do not control the dissemination of these cookies. You should check the relevant third-party website for more information about these cookies.

Like other aggregated information from koiny.co that does not identify individual authorized users, we may analyze and share non-personal information collected through cookies with third parties (such as our business partners and service providers) in marketing materials and in public disclosures.

At KOINY we respect your privacy and we are committed to keeping your personal data secure. This notice (the “Privacy Notice”) explains how we use personal data that KOINY collects or is provided to KOINY.

“The KOINY Foundation”, “we” or “us” means KOINY, its affiliates, and funds sponsored by any KOINY affiliate or subsidiary.

About this Privacy Notice

This Privacy Notice governs and explains the handling and processing of personal data by KOINY carrying out our activities.

Personal data that we collect and process about you

The nature of our relationship with you will determine the kind of personal data we might ask for from you directly or collect where permitted by law. In some cases, the collection and processing of certain of your personal data is obligatory and failure to collect that information (including where you fail to supply it) may result in us not being able to provide services or products to you. Information we may collect includes:

Information about you: your name, date of birth, contact details, personal email address, home address, professional information or employment-related information, educational information or background, passport details, driver’s license details, or other similar identification numbers and documents, to the extent permitted by law.

Information if you visit one of our offices: visual images collected via closed circuit television (CCTV).

Information that is automatically collected: details about your use of KOINY websites which may include internet browser history, IP addresses, and access to application forms.

Information about our contact with you and information we generate internally about our relationship with you:

files that we may produce as a record of our relationship with our clients and prospective clients, including, but not limited to, preferences and contact history;

any personal data that you provide during telephone and email communications with us which we may monitor and record in order to resolve complaints, improve our service, and in order to comply with our legal and regulatory requirements; 

commercial information, such as records of the products or services our clients currently use from KOINY or have inquired about obtaining from KOINY.  

Information that we obtain from other sources with your consent or where permitted by law:

Information from publicly available sources (including third-party agencies such as credit reference agencies; fraud prevention agencies; law enforcement agencies; public databases, corporate registers and records such as UK Companies House and the UK FCA Register  the EU Central Register of Beneficial Owners, and the Singapore Accounting and Corporate Regulatory Authority; and other publicly accessible sources);

Information obtained from the transfer agents or administrators of KOINY Funds distributors or financial intermediaries, platforms, professional advisers including consultants, lawyers and tax advisers, product providers, event organizers, and other agents and/or representatives; and

Information obtained from sanctions checking and background screening providers.

Information classified as ‘sensitive’ personal data we obtain with your consent or where permitted by law: information about your nationality, place of birth, medical and health-related information, disability status, biometric data, or details of political affiliations. 

Uses of your personal data

Your personal data may be stored and processed by us in the following ways and for the following purposes:

to manage your relationship and/or account with KOINY;

to assess clients’ and prospective clients’ applications or contracts for KOINY products and services;

to keep our records up to date;

for ongoing review and improvement of the information provided on KOINY’s websites to ensure they are user-friendly and to prevent any potential disruptions or cyber-attacks;

to monitor IT systems in order to protect against cyber threats or malicious activity including abuse and misuse;

to communicate with clients and prospective clients in order to provide services or information about KOINY and other KOINY products and services;

to effectively manage and strengthen client and prospective client relationships, understand client and prospective client needs and interests and learn more about our clients and prospective clients in order to develop, improve and manage the products and services we can offer;

for the management and administration of KOINY’s business; and 

to comply with and in order to assess compliance with applicable laws, rules and regulations, and internal policies and procedures.

Legal Grounds

We may use and/or disclose your personal data in these above-described ways for a variety of reasons (subject to requirements under applicable local laws).

Disclosure of your information to affiliates and third parties

We may share your personal data amongst the KOINY Affiliates for the purposes described above. We may also share your personal data outside of KOINY as further described below or as permitted by law.

Sale of personal data

The information we provide to third parties is for the business purposes described in this Privacy Notice.

International transfers of personal data

KOINY is a global business and as a result, we or our external service providers collect and transfer personal data globally and may transfer your personal data to locations outside of your country or jurisdiction, including in particular all countries of the KOINY Affiliates. Your personal data also may be processed by individuals operating outside of your country or jurisdiction who work for KOINY or for one of our external service providers.

Security of personal data

As a condition of employment, KOINY employees are required to follow all applicable laws and regulations, including in relation to data protection law. We limit access to personal data to authorized employees, representatives, and service providers who require access for the purposes described in this Privacy Notice. Unauthorized use or disclosure of personal data or confidential client information by a KOINY employee is prohibited and may result in disciplinary measures. We also maintain a variety of physical, electronic, and procedural safeguards aimed at protecting personal data and confidential information.

Retention of personal data

We hold Personal Data on our systems (or those of our service providers) for the duration needed or permitted in light of the purpose(s) for which it was obtained.

Rights under Relevant Data Protection Law

Where permitted by applicable law and regulation, you have a number of legal rights in relation to the personal data that we hold about you.  The rights that may be applicable to you will, to some extent, be determined by the country that you are resident in.

Do Not Track Notice

At this time, there is no worldwide uniform or consistent industry standard or definition for responding to processing, or communicating Do Not Track signals. Thus, like many other websites and online services, our Online Services are currently unable to respond to Do Not Track Signals.

Questions and contacting us 

If you wish to request to delete your data, please do so contact us and include “Data Delete Request” in the subject line.  We will review your requests and respond accordingly.  The rights herein are not absolute, and we reserve all of our rights available to us at law in this regard.  Additionally, if we retain your personal information only in de-identified form, we will not attempt to re-identify your data. We will process your request within the time provided by applicable law. 

If you make a request related to personal information about you, we will need to verify your identity.  To do so, we will request that you match specific pieces of information you have provided us previously, as well as, in some instances, provide a signed declaration under penalty of perjury that you are the consumer whose personal information is the subject of the request.  If it is necessary to collect additional information from you, we will use the information only for verification purposes and will delete it as soon as practicable after completing the request.  For requests related to particularly sensitive information, we may require additional proof of identification.  

If you make a request to delete your data through an authorized agent, we will require written proof that the agent is authorized to act on your behalf.

California residents

For purposes of compliance with California law, this Privacy Notice is also a Notice at Collection.

Canadian residents

If you are a resident of Canada, KOINY controls the personal data collected in accordance with this Privacy Notice. Personal data is maintained on KOINY’s servers or those of its service providers and is accessible by its authorized employees, representatives, and service providers as necessary for the purposes described in this Privacy Notice. KOINY collects personal data with consent except as otherwise permitted or required by law.

Updates to this Privacy Notice and Additional Information

This Privacy Notice may be updated periodically to reflect changes in our information practices or as may be required by law. By using this Website you agree with the Terms of our Privacy Notice.

Definitions

“You” and “your” refer to you, as a user of our Services. A “user” is someone who accesses, posts, edits, browses, or in any way uses our Services. 

“We,” “us,” and “our” refer to KOINY (“KOINY Foundation” “The Foundation”).

“Content” means text, images, photos, audio, video, and all other forms of data or communication, online and offline. 

“Your Content” means Content that you submit or transmit to, through, or in connection with our Services, such as posts, comments, invitations, messages, and information that you publicly display. 

“User Content” means Content that users submit or transmit to, through, or in connection with our Services. 

“KOINY Content” means Content that we create and make available in connection with our Services. 

“Third Party Content” means Content that originates from parties other than KOINY or its users, which is made available in connection with our Services. 

“Site Content” means all of the Content that is made available in connection with our Services, including Your Content, User Content, Third Party Content, and KOINY Content.

Using our Services

Eligibility

To access or use our Services, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use our Services if we have previously banned you from our Site or closed your account.

Permission to Use the Site

We grant you permission to use our Services subject to the restrictions in these Terms. Your use of our Services is at your own risk.

Site Availability

Our Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

User Account

You must create an account and provide certain information about yourself in order to use some of the features that are offered through our Services. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.

Communications from KOINY and other Users

By creating an account, you agree to receive certain communications in connection with your use of our Services. For example, you might receive questions or requests from other Users related to information or events you post on using our Services. If you have subscribed to them, you also will receive reading lists and email newsletters.

Content

Content Guidelines

The purpose of our Services is to promote a thriving entrepreneurial and artistic ecosystem. They are not intended to be utilized as a forum for self-promotion or for commercial gain by its users (e.g. users are not permitted to promote personal business interests or services through using our Services).

Responsibility for Your Content

You alone are responsible for Your Content and assume all risks and liability associated with Your Content. By using our Services you confirm that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein.

Our Right to Use Your Content

We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us worldwide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, and transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of our Services and any Other Media the right to access Your Content in connection with their use of our Services and any Other Media. Finally, you irrevocably waive, and cause to be waived, against KOINY and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.

Ownership

We own the KOINY Content, including but not limited to the visual interfaces, interactive features, graphics, design, and all other elements and components of our Services excluding Your Content, User Content, and Third Party Content. We also own the copyright trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the KOINY Content and our Services. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the KOINY Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously agreed otherwise, we do not grant you any express or implied rights, and all rights in and to our Services and the KOINY Content are retained by us.

Other

KOINY reserves the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

Events

Events and Acceptance of Terms.

As used below, the term “KOINY Event” means an event, gathering, promotion, competition, contest, performance, or the like that is organized or hosted by KOINY, online or offline. A “Non-KOINY Event” means an event, gathering, promotion, competition, contest, performance, or the like that is organized or hosted by someone other than KOINY, online or offline, but that may appear or be listed on our Services. In order to participate or attend a KOINY Event you must agree to all terms. If you find that you cannot or will not agree to such terms, please do not RSVP to or attend any KOINY Event. If you RSVP to any KOINY Event or Non-KOINY Event through our Services, you signal that you have read, understand and agree to these Event terms. Event fees are not refundable and non-transferable. For competitions, pitch and connect, and other entrepreneurship events, we charge a cancellation and/or no-show fee of CAD 100.

Assumption of risk/release of liability/indemnity

You understand that your attendance and participation at KOINY Events is voluntary, and you agree to assume responsibility for any resulting injuries. You agree that KOINY is not responsible for any injuries you might sustain at KOINY and/or Non-KOINY Events.

You (for yourself, your heirs, personal representatives, or assigns, and anyone else who might make a claim on your behalf) hereby release, waive, discharge, and covenant not to sue, KOINY and its respective parent companies, subsidiaries, affiliates, officers, directors, partners, shareholders, members, agents, employees, vendors, sponsors, and volunteers from any and all claims, demands, causes of action, damages, losses or expenses (including court costs and attorney’s fees) which may arise out of, result from, or relate in any way to your attendance at any KOINY Event or Non-KOINY Event, except for any gross negligence or willful misconduct on our part.

You further agree to indemnify and hold KOINY, its parent, subsidiaries, affiliates, officers, directors, invited guests, ambassadors, employees, agents, and representatives harmless, including costs, liabilities, and legal fees, from any claim or demand made by any third party due to, related to, or connected with your attendance or conduct at any KOINY Event or Non-KOINY Event.

Media

KOINY and its sponsors and vendors sometimes take photos and videos at KOINY Events for promotional purposes. By participating in or attending any KOINY Event, you agree that you may appear in some of these photos, videos, and written or audio notes, and you authorize their use in this fashion. In addition, if you take any photos or videos of attendees at a KOINY Event and provide them to us, you authorize us to use them in the same fashion and represent that the attendees that appear in your photos and videos have consented to such use. We do not control Non-KOINY Events or the people that organize them. It is possible that organizers or attendees of Non-KOINY Events will take photos or shoot videos in which you appear and then post them online (including, possibly, on our Services). By RSVP’ing to a Non-KOINY event through our Services, you authorize KOINY’s use of such media for promotional purposes.

Termination

We may prohibit your attendance at any KOINY Event at any time for any or no reason, without notice, refund, or liability of any kind. We reserve the right to cancel any KOINY Event at any time, for any reason, and without liability or prejudice.  

Unofficial Events

From time to time, members of the KOINY community organize their own events. Although KOINY representatives sometimes join, such events are Non-KOINY Events and, unless explicitly expressed otherwise, are not sponsored or endorsed by KOINY, even when promoted through our Services. All terms and conditions related to Non-KOINY Events apply equally to such events. If you organize such an event, you agree not to create the impression that it is sponsored or endorsed by KOINY. You agree that you will not represent yourself as an employee, representative, or agent of KOINY (unless, of course, you are actually employed by KOINY, in which case these Terms will govern your participation in any KOINY Event to the extent such Terms are not inconsistent with KOINY’ standard employment agreements or policies).

Privacy and Copyright/Trademark Disputes

Privacy

Your use of our Services is subject to KOINY’s Privacy Policy.

Copyright and Trademark Disputes

If you believe that your copyright or trademark is being infringed through our Services, please send us a written notice with the following information:

Identification of the copyrighted or trademarked work that you claim has been infringed;

Identification of the allegedly infringing content, and information reasonably sufficient to permit KOINY to locate it on our Site (e.g., the URL for the web page on which the content appears);

A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright/trademark owner, its agent, or the law;

A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright/trademark owner or authorized to act on the owner’s behalf; and

Your physical or electronic signature, together with your contact information (address, telephone number, and, if available, email address).

If you believe that your content should not have been removed for alleged copyright or trademark infringement, you may send us a written counter-notice with the following information:

Identification of the copyrighted or trademarked work that was removed, and the location within our Services where it would have been found prior to its removal;

A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification. For trademark disputes only: information reasonably sufficient to explain why you believe you are not infringing the trademarked work;

A statement that you consent either to the jurisdiction of (a) the Federal District Court for the judicial district in which your address is located if you live in the United States or (b) any judicial district in which KOINY is located if you live outside the United States. Please also include a statement that you will accept service of process from the person who sent the original infringement notice to KOINY, or an agent of such person;

Your physical or electronic signature, together with your contact information (address, telephone number, and, if available, email address).

We will respond to all such notices and comply with applicable law. We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. We also reserve the right to terminate a user’s account if the user is determined to be a repeat infringer.

You can contact us with your copyright or trademark notices, by including the Subject line: Copyright Agent

Suggestions and Improvements

By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against KOINY and its users any claims and assertions of any moral rights contained in such Feedback.

Third Parties

Our Services may contain links to third-party websites. When you click on a link to any other website or location, you will leave our Services and you will be subject to the terms of use and privacy policy applicable to those websites. We have no control over, do not review, and cannot be responsible for, these outside websites or their content, and your use of such websites is at your own risk. The links to third-party websites or locations are for your convenience and do not signify our endorsement of such third parties or their products, content, or websites. Some of the services made available through our Services may be subject to additional third-party or open-source licensing terms and disclosures. You assume the responsibility to read and agree with the related terms and use those services.

Indemnity

You understand and agree that you are personally responsible for your behavior on our Services. You agree to indemnify, defend, and hold KOINY, its parents, subsidiaries, affiliates, any related companies, suppliers, ambassadors, licensors, and partners, and the officers, directors, employees, agents, and representatives of each of them (collectively, the “KOINY Entities“) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of our Services, (ii) your violation of the Terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other rights of any person or entity. KOINY reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of KOINY. KOINY will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Your Representations and Warranties

You represent and warrant that you are not organized under the laws of, operating from, or otherwise located or resident in a country or territory that is subject to Canadian economic or trade sanctions (i.e. an embargo); identified on a list of prohibited or restricted persons; or otherwise the target of Canadian sanctions.

Disclaimers and limitations of liability

Nothing herein and across our Services is intended to limit any rights you may have which may not be lawfully limited. if you are unsure about this or any other section of these terms. please consult with a legal professional prior to accessing or using our services. By accessing or using our services, you represent that you have read, understood, and agree to these terms, including this section. You are giving up substantial legal rights by agreeing to these terms.

Our services are made available to you on an “as is”, “with all faults” and “as available” basis, with the express understanding that KOINY may not monitor, control, or vet user content. As such, your use of our services is at your own discretion and risk. The KOINY entities make no claims or promise about the quality, accuracy, or reliability of our services, their safety or security, or the site content. Accordingly, the KOINY entities are not liable to you for any loss or damage that might arise, for example, from our service’s inoperability, unavailability, or security vulnerabilities or from your reliance on the quality, accuracy, or reliability of our services, or information found on, or made available through our services.

KOINY and its affiliates make no claims or promises with respect to any third party, such as the businesses or events hosted by third parties. KOINY is not liable to you for any loss or damage that might arise from their actions or omissions. your attendance at events and/or use of services offered by third parties through our services is at your own discretion and risk.

Termination

You may close your account, or discontinue your use of our Services, by providing KOINY with a written notice of termination. Any service will continue to be billed until the end of the billing period. Events, programs, and memberships are not refundable and non-transferable. 

We may terminate, deny you or anyone else services, close any account, suspend your ability to use certain portions of our Services, and/or ban you altogether from our Services for any or no reason, and without notice or liability of any kind, in our sole discretion. Any such action could prevent you from accessing your account, our Services, Your Content, Site Content, or any other related information.

In the event of any termination of these Terms, whether by you or us, the Terms will continue in full force and effect, including our right to use Your Content.

General Terms

We reserve the right to modify, update, or discontinue our Services at our sole discretion, at any time, for any or no reason, and without notice or liability.

We may provide you with notices, including those regarding changes to the Terms by email, regular mail, or communications through our Services.

Except as otherwise stated, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.

The Terms contain the entire agreement between you and us regarding the use of our Services, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

Any failure on KOINY’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights KOINY hereunder.

Submission, Response, and Editing fee

You acknowledge that your submission and/or payment of the Submission Fees does not imply, warrant, confer or guarantee any benefit to you, including but not limited to receiving any correspondence from us or receiving writing advice, reviews, or editorial services of any kind; your payment of such Submission Fee also does not imply that this Site will exist in perpetuity, or that your submission has any more likelihood of being published on KOINY.co; you further agree that you shall hold KOINY and its owner, founder, editor, and staff blameless and harmless if your submission is or is not selected for inclusion on our website, or if you do not receive a personal response or writing feedback, or if you do not receive a personalized response and that the decision to publish or not publish your submission is ours and ours alone. Further, you agree that in any event related to KOINY or its affiliates, whether it occurs on the Site, or via emails, or other KOINY’s channels and social media, or elsewhere, the submission fee is not refundable, and that you hold KOINY blameless and harmless and not liable for damages of any kind.

No Payment to Contributing Writers

KOINY does not compensate contributing writers.

Licenses Applicable to Contributed Content

(a) License to Authors Contributing to the Site and Services: Any and all content contributed by you to the KOINY or the Site is owned by you and you retain sole copyright over the materials you have submitted.

(b) License to KOINY. By contributing content to the Site using these Services, you are granting KOINY a royalty-free, perpetual, and worldwide license to use your content in connection with the operation of the Site and Services, including, without limitation, the license rights to copy, distribute, transmit, publicly display, edit, translate and reformat your content. You agree that we may also from time to time make a post or tweet using a brief excerpt from your content on social media or other media channels which includes a link to our website.

Editing

By contributing content to the Site using these Services, you are granting KOINY the right to edit your content, story, poem, or biography as we see fit without your express permission. Such editing may include corrections for spelling and grammatical errors, or more substantive alterations made to ensure that your content meets our editorial standards. In the event that you are unhappy with such changes and we are unable to reach an agreement with you on an accepted version, you maintain the right to ask us to remove your content from the Site, and we will delete your content as soon as possible once we have received your take-down request. We are not responsible for persistent or residual versions of your content which may exist on the web as a result of third-party web crawlers or search engines, or for any downloads, reposts, or copies of your content, in whole or in part, made by us or by others anywhere on the Internet before your content was removed from our Site

Photography and other media

By submitting content to KOINY, you grant us the sole right to select the photograph which will appear on the page with your content.

Correspondence

You hereby agree and understand that any correspondence you receive from KOINY and its owner, founder, editor, and staff in the course of your submission process or at any other subsequent time is not to be construed as advice or counsel you should or must follow and that any decision you make to pay heed to our correspondence and to take, or not take, any action based upon it shall be yours, with full knowledge that you are solely responsible for the consequences of actions you take, or do not take, during or after any correspondence with us.

Unacceptable Conduct

KOINY has a zero-tolerance policy for real or implied threats, aggression, sexual abuse, bullying, racial or gender prejudice, abusive behavior, or foul language. All communication received from submitters and contributors is saved electronically and will be forwarded immediately to the appropriate law enforcement authority whenever we see fit.

Termination

KOINY reserves the right to terminate and take down this entire website or delete any content posted on this website, including your submission, at any time with or without notice, for any or for no reason, and without any liability whatsoever to you. By submitting material to us, you acknowledge that you understand that KOINY may remove any contributor’s presence on our website, including your own, with or without notice, for any reason, without any liability.

Updating website

KOINY reserves the right to redesign or modify this entire website or any part of it, including any pages containing your name, submission, or biography, at any time with or without notice, for any or for no reason, and without any liability whatsoever to you.

Content

Content contributed to the Site should be relevant to the subject scope of KOINY. Content may not be illegal, obscene, defamatory, threatening, infringing on intellectual property rights, invasive of privacy, or otherwise injurious or objectionable.

KOINY pre-screens all contributed content, but KOINY has the right (though not the obligation) to remove, without notice, any content posted that KOINY considers, for any reason, to violate these Terms or to be outside the subject scope of the Services.

User Representations and Warranties

By submitting any content for posting on KOINY, you represent and warrant that (a) you have all rights, title, and interest to such content, including but not limited to any consent, authorization, release, clearance, or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the content, or (b) that such content is in the public domain or that your use of such content constitutes fair use. You further represent and warrant that posting such content does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false, or inaccurate information about yourself, and that all information contained in the posted content is true and your own work or work you are authorized to submit, and that the posted content does not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly and with intent to defraud provide material and misleading information. You represent and warrant that the content you supply does not violate the Terms.

By submitting a Speaker Agreement Form (the “Form”), at www.koiny.co (the “Site”) the following Terms and Conditions shall automatically be incorporated by the person, company, or other entity (the “Speaker”) by this reference into any Agreement, or Exhibit, or Addendum thereto, which is approved and accepted by the KOINY Foundation (an “Agreement”).  Unless otherwise defined herein, capitalized terms shall have the definitions set forth in the Agreement.  All references to the “Agreement” and the “Event” shall mean in each case an individual Agreement between the Speaker and KOINY (“The KOINY Foundation” “The Foundation”) and the Event which is the subject of that Agreement. The Speaker hereby agrees to be subject to and bound by the following terms and conditions. 

Definitions

"Speaking brief" means the written brief or explanatory briefing given to Speaker by KOINY, setting out the requirements for the Presentation;

"Content" means the text, hand-outs, power-point, or other materials used or developed by the Speaker for delivery of the Presentation at the Event or for the Webinar, as the case may be;

"Delegates" means individuals who attend the event;

“Event'' means the conference, seminar, round-table, workshop, or other event, specified in the speaking brief, where a presentation is to be given in person by Speaker;

"Intellectual Property Rights" means copyright and related rights, database right, patents, domain names, registered designs, design rights, trademarks, trade names, logos, trade secrets and know-how, rights in performances, rights in goodwill or to sue for passing off, moral rights, the right to make applications for registration of any of the above (or rights of a similar nature) anywhere in the world (a) existing now or at any time in the future; and (b) whether registered or registrable or not;

"Fee" means the payment due to Speaker from KOINY, if any, as agreed in the speaking brief;

"Presentation'' means the lecture, address, or presentation to be delivered by Speaker at the Event or Webinar

"Webinar" means the presentation, specified in the speaking brief, to be spoken and/or presented, with text materials and visuals, and then delivered online.

Speaker obligations

The Speaker undertakes to prepare and deliver a Presentation at the Event or for the Webinar in accordance with the speaking brief and this Agreement. 

As a Speaker, you agree:  (i) to be present at the specified event, which the exact date and time of your presentation will be shared with you through electronic communication; (ii) to let KOINY record your session and make it available to Event participants, KOINY members, or the general public either at no additional cost; (iii) that KOINY can add your name, topic, and a short biography to the Site or any marketing materials; and (iv) to share a minimum of three (3) dedicated solicitations to your database on the dates outlined and selected in the Form.

The Speaker undertakes to submit the Content to KOINY for approval within the timeframe set out within the speaking brief. The Speaker accepts that time is of the essence in relation to the delivery of the Content. 

The Speaker warrants that the content: (a) materially conforms to the speaking brief; (b) is written, developed, and prepared with the skill, care, and ability of someone of the Speaker’s caliber in the Speaker’s field of expertise;  (c) is of a high standard and reasonably suitable for the KOINY members or audience to whom it is addressed; and (d) does not contain anything which is illegal, blasphemous, defamatory, indecent, or which infringes the statutory or common law rights of any third parties including any Intellectual Property Rights. 

KOINY takes no responsibility for the Content, relying on Speaker to write and construct this as appropriate. KOINY may, however, on reviewing the Content (if KOINY chooses to do so), request that Speaker make changes to the Content, including editing, adapting, and/or altering the Content in other ways so that the Content may be suitable for delivery at the Event or as a Webinar as the case may be. 

The Speaker shall not (except with KOINY’s express prior written permission): (a) save the following review and input by KOINY as to content, format, and branding and final written sign-off by KOINY, issue any questionnaire or give out any assessments, feedback forms, or handouts; (b) give details or information, either to Delegates or to their sponsoring or employing companies, about any fees changed by Speaker to KOINY. 

Fees and expenses

Unless specified in the speaking brief, KOINY will not reimburse the Speaker for any travel expenses or overnight accommodations. KOINY will not pay the Speaker for the Content and its delivery in any form.

Limitations of liability

The Speaker assumes all such risk and expressly rele­­ases, and agrees to indemnify, defend and hold harmless, KOINY and its shareholders, officers, directors, employees, agents, affiliates, ambassadors, independent contractors, and representatives from any and all claims for such loss, injury, or damages. 

Furthermore, Speaker releases and discharges KOINY and its shareholders, officers, directors, employees, agents, independent contractors, and representatives from any and all liabilities arising out of, or in any way related to, the Selection, rejection, or removal of Affiliate to or from the Event and enforcement of the Agreement.  

The Speaker also hereby agrees to indemnify, defend and hold harmless KOINY and its shareholders, officers, directors, employees, agents, independent contractors, and representatives, from and against any and all losses, damages, suits, claims, causes of action, liabilities, expenses, costs, and attorneys’ fees incurred, arising out of, resulting from Affiliate’s infringement of the intellectual property rights of any third party, or any of its agents, employees, affiliated personnel, officers, directors, shareholders, contractors or representatives, in distributing, selling, or offering to distribute or sell any product or service, in allowing any person to test any product or service, or in offering sample use of any product or service, whether occurring prior to, during or after the Event.

Promotion

Whilst KOINY endeavors to promote Events and Webinars and to maximize attendance, we do not give any warranties that the intended participants or delegates can and will attend the Event or in the case of a Webinar, that they will view or download it, nor that the promotion and/or any publicity expected by Speaker will be generated. 

The following provisions will apply: (i) Speaker may promote the event in whatever manner it determines, subject to KOINY Terms and Conditions, provided that such promotional initiatives and their cost will be the sole responsibility of the Speaker, and (ii) the Speaker will neither have any authority to bind or commit KOINY in any manner nor will Speaker represent to any person that it is an agent of KOINY or is otherwise authorized to bind KOINY to any transaction. 

Intellectual property

The Speaker owns all Intellectual Property in the Content and Presentation and nothing in this Agreement transfers any Intellectual Property to KOINY. In order for KOINY to obtain the full benefit of the Speaker’s Presentation, the Speaker grants KOINY the license set out in the Events and Webinars Clauses, as applicable. 

Speaker warrants that the Content is an original work and does not infringe on the rights of any third party, including without limitation Intellectual Property Rights. 

To the extent that the Content contains any third-party Intellectual Property Rights (other than KOINY materials), the Speaker warrants that they have obtained from such third party the unrestricted, perpetual, worldwide permission for KOINY and its licensees to use such Intellectual Property Rights in the Content for the purpose of the Event and in accordance with the licenses granted in the Events Clause. All such third-party Intellectual Property Rights shall be identified and acknowledged by Speaker in the Content. 

The speaker will indemnify and keep KOINY indemnified at all times against any and all actions, claims, proceedings, costs, and damages, and all legal costs and other expenses reasonably incurred by KOINY, or which KOINY may incur, with respect to any Intellectual Property Rights infringement claim relating to or arising out of the Content of Speaker’s Presentation. 

Refusal of content

If in the opinion of KOINY the Content: (a) is not of a standard suitable for a Webinar or the intended Event; (b) does not fulfill the terms of the speaking brief or this Agreement; or (c) is not provided to KOINY on or before the specified date of delivery in the speaking brief, KOINY will discuss this with Speaker and attempt to resolve any issues in good faith. 

If on the conclusion of the discussion outlined above, KOINY remains of the view that the Content is not suitable, KOINY may refuse the Content.  If KOINY refuses the Content, the speaking brief shall be canceled and Speaker will not be entitled to the payment of any Fee.

Cancellations and no-show

KOINY charges Speakers a EUR 250 fee for cancellations and/or no-shows, regardless of the notice.

Content release

Sessions held during the Event may be photographed and recorded and made publicly available through sites such as Vimeo, Instagram, Linkedin, the KOINY website, and other media.  The Speaker grants KOINY the right to make recordings of and take photographs of Speaker’s presentation at the Event (the “Records”) and to (i) distribute, broadcast, display, edit, translate, or otherwise disseminate the Records, in whole or in part, without any further approval from the Speaker, throughout the world, in perpetuity, in any and all media now known or hereafter developed, (ii) use the Records for educational purposes, commercial purposes, publicity and promotion of KOINY and Events in general.  This grant to KOINY includes but is not limited to, the right to use the Records either alone or together with supporting information, such as Speaker’s name, voice photograph, likeness, and biographical data. 

Speaker agrees to release KOINY, and its officers, licensees, and assignees, from any and all claims Speaker may have arising out of Speaker’s participation in the Event and the uses of the Records.  Additionally, waives any rights to royalties or other compensation arising or related to the use of the Affiliate’s image or recording.

There is no time limit on the validity of this release nor is there any geographic limitation on where these materials may be distributed.

This release applies to photographic, audio, written notes, or video recordings collected as part of the sessions listed on this document only. 

Term and termination

This agreement will remain in force unless terminated by either Speaker or KOINY in writing and in accordance with this Clause. During the term of this agreement, KOINY is not obligated to provide Speaker with any speaking briefs.

Where there are no outstanding speaking briefs, either party may terminate this Agreement with written notice. Where there is an outstanding speaking brief, termination under this Clause shall not take effect until the Presentation related to that speaking brief has been completed. Cancellation and no-show fees will otherwise apply.

KOINY may terminate this Agreement at any time, for any reason or no reason, without prejudice.

In the event of termination of this Agreement: (i) any speaking brief not fulfilled by the date of termination takes effect shall be canceled, (ii) KOINY will be under no obligation to pay the Fee and Speaker will have no entitlement to the Fee. (iii) KOINY will invoice the EUR 250 cancellation and no-show fee to the speaker.

Confidentiality

The Speaker agrees to maintain confidentiality and will not make any unauthorized Use of any private or confidential information about KOINY and their business, members, customers, or its private and financial affairs, as the case may be. 

This restriction does not apply to (a) any Use or disclosure authorized by KOINY or required by law; or (b) any information which is already in, or comes into, the public domain otherwise than through Speaker’s unauthorized disclosure. 

Notwithstanding these terms, the provisions of this Clause will survive the expiry or termination (howsoever effected) of this Agreement. 

Speaker status

The parties agree that the relationship of the Speaker to KOINY will be that of an independent contributor and that Speaker is not our employee, worker, partner, or agent. Speaker shall be solely responsible for the payment of their income tax and insurance and KOINY shall not be entitled to the provision of any employee benefits from KOINY nor shall KOINY be required to pay any sick pay, holiday pay, or insurance on behalf of Speaker. The Speaker shall also be responsible for the payment of any and all taxes and expenses of any kind resulting from the services the Speaker performs. 

Speaker warrants and represents that they will not be in breach of any contractual obligation binding Speaker by reason of entering into this Agreement or of performing the services. 

The speaker shall indemnify and keep KOINY fully indemnified against all costs (including legal costs), claims, demands, deductions, contributions, assessments, expenses, penalties, fines, interest, and liabilities arising out of or in connection with (i) any claim, finding, or determination that Speaker is an employee, worker, or agent of KOINY (including our costs of terminating any employment or alleged employment), (ii) any claim, finding, or determination by the relevant tax or regulatory authorities that KOINY is obliged to make tax or insurance (or equivalent) contributions or social security contributions on the basis that Speaker are, or deemed to be, and employee, worker, or agent of KOINY, and/or (iii) any breach by Speaker of the warranty in the above Clause. 

Events

Where Speaker is to give a Presentation at an Event, the following terms shall also apply: (i) Speaker grants KOINY a non-exclusive, royalty-free, worldwide limited license, to distribute copies of the Content and Presentation to Delegates, KOINY members, and other interested persons either in hard copy, electronically or online; (ii) The venue, event name, and event date are indicative only and KOINY reserves the right to alter them.  Information given in any advance notification, program, agenda, or mailing is indicative only and KOINY gives no warranty or undertaking that the Event will comply with the same. Subject to the Term and Termination Clause, the speaking brief will remain in place notwithstanding such changes or alterations. 

Webinar

Where Speaker is to give a Presentation through a Webinar or videoconference, the following conditions shall also apply: (a) KOINY shall be responsible for recording and production of the Webinar; (b) KOINY shall be under no obligation to deliver the Webinar within any specified period of time but shall endeavour to have it available within the timeframe indicated in the speaking brief, if any; (c) KOINY will be the owner of the copyright in the sound recording and film of the Webinar; (d) Speaker consents to their voiceover and / or performance being recorded and included in the Webinar; (e) Speaker hereby grants to KOINY a perpetual, irrevocable, royalty free, worldwide license in all languages and all media to Use, reproduce, and publish the Content and Presention and / or any extracts thereof in the media and territory set out in the speaking brief; and (f) the Content is inclusive of any rights to further license fees, residuals, fees for rental right, or any equitable remuneration in respect of the Use of Speaker’s Presentation. 

Miscellaneous

This Agreement and the speaking brief constitute the entire agreement between Speaker and KOINY. Each party agrees that they do not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement or the speaking brief. 

The Speaker shall not assign any of their rights or obligations under this Agreement without KOINY’s prior written consent. 

The Speaker may, with the prior written approval of KOINY and subject to the following proviso, appoint a suitably qualified and skilled Substitute to deliver the Presentation instead of the Speaker, provided that the Substitute shall be required to enter into direct undertakings with KOINY, including with regard to confidentiality. 

The rights and liabilities of the parties hereto are binding on, and shall inure to benefit of, the parties and their respective successors and permitted assigns. 

Any variation to the provisions of this Agreement shall have no effect unless expressly agreed in writing and signed by a duly authorized representative of KOINY. 

Governing Law

This Agreement is governed by Canadian and international laws without reference to any conflict of laws provisions that would require the application of the laws of any jurisdiction.  Affiliate irrevocably consents to the personal jurisdiction of the courts located in British Columbia.  The Speaker hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to sue KOINY in any legal proceeding directly or indirectly arising out of or relating to this Agreement. 

1.General conditions

The contractual relationships between the client and KOINY (“ The KOINY Foundation” “The Foundation”) are governed by KOINY’s Terms of Service (“Terms”), in addition to contractual terms that KOINY might specify separately with each client, and apply to all services provided by KOINY. By requesting the assignment, the client declares to understand and agree to the present general conditions, hereby including all of KOINY’s Terms of Service. Deviations from the present general conditions are not allowed, except if they are agreed upon in writing by the parties. The present general conditions complement the specific contractual provisions between KOINY and the client and form an integral part thereof.

2. The assignment

To be valid, each assignment has to be accepted by KOINY. Save for prior written deviation, an order is only considered final after acceptance by KOINY and the effective payment of an advance payment of (at least) 50% of the total price of the assignment as foreseen in clause 4. KOINY may however execute the assignment without having received the advance payment, without prejudice to the validity of the assignment. KOINY will use its best efforts to execute the assignment. This is an obligation of means, except if explicitly stipulated otherwise. KOINY is only committed to what is explicitly foreseen in the assignment. Each modification has to be explicitly accepted by KOINY in writing. Any modifications by the client to the accepted assignment will be at the sole and full expense of the client. The client commits to provide all useful and required data for the assignment to KOINY, and to fully enable the execution of the assignment, even in case of altered conditions. The client is solely responsible for the accuracy of the data provided to KOINY. If the client fails to provide the said data, KOINY is entitled to suspend the execution of the assignment and terminate the agreement if the failure is not cured in due time. If the client cancels or postpones the assignment, they will be fully liable for all costs of KOINY caused by and deployed for the execution and the preparation of the assignment and the cancellation or postponement thereof. In case of failure to provide the necessary data or in case of cancellation or postponement, the client will pay a forfeit compensation of 35% of the price of the assignment. The aforementioned forfeit will increase to 100% of the price of the assignment in case of cancellation or postponement within 14 days before the execution of the assignment. In addition, KOINY has the right to claim its actual damage, including but not limited to the expenses, and the revenue loss caused by the cancellation or postponement of the assignment, and the revenue loss caused by other assignments that had to be refused, suspended, or stopped. All data provided by KOINY, as well as IP, information, and know-how underlying the services delivered by KOINY, remain exclusively reserved to KOINY, even if costs have been charged for it. The client ensures that the abovementioned IP, data, information, and know-how are only copied, shown, or disclosed to third parties with KOINY’s consent. For the avoidance of doubt and to the extent necessary, KOINY always remains the exclusive owner of its tools, methods, and processes.

3. The execution term of the assignment

KOINY will use its best efforts to execute the assignment in a reasonable term, or, if applicable, the term that is agreed upon. If the client impedes or slows the execution of the assignment, the term will automatically be extended. If the client makes the execution of the assignment impossible or more difficult than foreseen, KOINY is entitled to terminate the agreement immediately, without a prior letter of default and without respecting a notice period or paying an indemnity. In that case, the client will bear the costs caused by the assignment and the termination thereof. If the execution term is exceeded, KOINY will not be liable for any damages to the client or a third person caused by the exceeding of the execution term. Exceeding the term will not give the client the right to terminate the agreement with KOINY, nor to claim any compensation.

4. Price and payment

The price of the assignment is described in the agreement between the parties (accepted quote, proposal, contract, specific conditions,…), and will be invoiced by KOINY. In the absence of an agreed price, KOINY will invoice its performances transparently and in a reasonable way, in correspondence with its usual rates of EUR 500 per hour plus taxes. The mentioned price only applies to the assignment as accepted by KOINY and does not cover any additional work. The client will bear the full costs of a modification of the assignment. Save if agreed otherwise, the client will make an advance payment of (at least) 50% of the total price of the assignment before the start thereof. KOINY will invoice the delivered services during or at the end of the assignment, at its discretion, unless otherwise provided. All prices are excluding taxes, save if explicitly stipulated differently. KOINY’s fees exclude any and all expenses (including but not limited to travel, transport (car rental, kilometric allowances, flights), meals, per diem, materials, prototyper services, customer recruitment, speakers,…), which will be added separately on the invoices. When KOINY has to book locations, catering, hotels, and/or flights, a 15% booking fee will be added. KOINY’s invoices are to be paid within the payment term of 5 business days after the day of issue. If an invoice is not paid within this term, automatically and without any notice, a forfeit compensation of 10% of the invoice amount will be due by the client, and in addition, the invoice amount will increase with compensatory interests of 2% per month. KOINY reserves the right to annually increase its prices in line with local cost indices. Each dispute relating to the execution of the assignment or the invoices has to be sent to contact@koiny.co within 2 business days after the facts that form the base of the dispute, on penalty of forfeiture of any further claim in this regard. In any event, the client is no longer entitled to claim any compensation 2 business days after the termination of the assignment.

5. Liability for the execution of the assignment

KOINY provides advisory services and can never be held liable for the implementation of this advice. The execution of the assignment is a best-effort obligation. KOINY bears no liability for any damage or loss incurred by the client or third parties.

6. Confidentiality

Parties shall keep all information of any nature whatsoever coming into their possession in the framework of the assignment or the pre- or post-contractual phase and regarding the other party, strictly confidential and will ensure that their respective employees, agents, and sub-contractors also maintain such confidentiality. Taking into account the client’s interests, KOINY is entitled to use the works created or performed in the framework of the assignment as well as the client’s name and logo for promotion and publication.

7. Termination of the agreement

Parties can terminate the agreement at all times by means of a registered letter. If the agreement is terminated by the client, compensation will be due as foreseen in clause 2 (35% / 100% lump sum and in addition, the real actual damage). Moreover, the client will have to pay for the services already delivered by KOINY at the time of termination. KOINY will send an invoice for these services. Any goods or documents belonging to KOINY that were put at the disposal of the client during the assignment have to be returned to KOINY upon first request and at the latest within 14 days after the termination of the agreement.

8. Non-hiring

The client (including all subsidiaries, affiliates, and joint ventures) shall, during the term of the agreement and for a period of twenty-four (24) months thereafter, not solicit any of KOINY’s employees, agents, representatives, ambassadors, collaborators, and sub-contractors without KOINY’s prior written consent. If however, a mutual agreement is reached between KOINY and the client about such hiring, the client will subsequently pay KOINY a single fee calculated at twelve (12) months of the annual gross salary or income of that employee, agent, or sub-contractor.

9. Pro bono assignments

At its discretion, KOINY selects a pro bono assignment to which KOINY, and/or our affiliates, and/or our Board of Creators dedicate their expertise, depending on the expertise required by the project. Additional terms regulate the pro bono assignment and they are detailed in a separate instance.

The following conditions apply to Projects/RFPs that apply for pro bono assignments:

• The project clearly contributes to KOINY’s growth and mission;

• The entity that owns and submits the project is able to refund KOINY for project expenses other than the billable hours;

• The project has been submitted online and successfully approved by KOINY;

• The entity that owns and submits the project is in good standing and agrees with KOINY’s Terms of Service.

10. Final provisions

The nullity or invalidity of a provision will not engender the cancellation or invalidity of the whole agreement, nor of any other provision thereof. The contractual relationship between the client and KOINY is governed by Canadian law. Any dispute arising from the contractual relation between the Parties will be exclusively submitted to the jurisdiction of the Tribunals and Courts of British Columbia.

A “Mentor” at KOINY is either a Mentor, Judge, or Speaker at a KOINY event, program, or competition.

By participating in the  KOINY Mentorship program, you agree to all of KOINY’s Terms of Service, hereby including the following Terms.

Background

Mentors are critical to the success of KOINY entrepreneurs. As part of a global community, KOINY mentors have the opportunity to impact success – not only for the companies that they select and/or work with but also across a wide range of industries.

Judging

Help identify high-impact entrepreneurs. KOINY Judges are industry experts, lawyers, entrepreneurs, and investors who review applications and participate on judging panels during the length of a competition.

Mentoring

KOINY Mentors serve as strategic sounding boards, connectors, and trusted advisers for some of the highest-impact, highest-potential companies in the world. Mentors help empower these companies to achieve their goals, both during the accelerator program and beyond. As a  KOINY Mentor, you recognize the magnitude of supporting these companies and agree to provide the best guidance in accordance with the highest ethical standards at all times as you support these companies.

Speaking

KOINY Speakers are experts who want to share their knowledge with our audience via structured curriculum events or speaking opportunities.

Nature of the engagement

This is a volunteer  program. By participating, you indicate your understanding that Judges, Mentors, and Speakers are not paid for their time and that you do not expect anything in return (no equity, no cash, no future contact, etc.). If you want to own equity and/or invest in a company in our roster, you must enroll as a KOINY Investor.  If you want to participate in KOINY’s Business Club events, you must be enrolled as a Member.

Non-hiring

Mentors, Judges, Advisors, and Speakers (including all subsidiaries, affiliates, and joint ventures) shall, during the term of the agreement and for a period of twenty-four (24) months thereafter, not solicit any of KOINY’s employees, agents, representatives, ambassadors, collaborators, and sub-contractors without KOINY’s prior written consent. If however, a mutual agreement is reached between KOINY and the Mentor, Judge, Advisor, or Speaker about such hiring, the Mentor, Judge, Advisor, and Speaker will subsequently pay KOINY a single fee calculated at twelve (12) months of the annual gross salary or income of that employee, agent, or sub-contractor.

1.1 JUDGE SELECTION 

Once you are approved as a Judge, you will have the opportunity to engage in online and in-person rounds of judging with an assigned competition in the location(s) where you expressed an interest. Judging occurs both “online” where Judges assess applications for entry into the program, and “in-person” where Judges watch teams present (in-person or remotely).  You must sign up for Round 1 Online Judging to be considered for Round 2 or later Judging unless invited to do otherwise. 

For in-person rounds, your name and credentials may be provided to pitching startups prior to their pitch.

We will do our best to take your industry preferences into account when allocating startups and entrepreneurs to you; however, some of the startups assigned to you may be in fields outside of your primary focus.

1.2 JUDGE COMMITMENT

This is a volunteer  program. By participating, you indicate your understanding that Judges are not paid for their time and that you do not expect anything in return (no equity, no cash, no future contact, etc.). If you want to own equity and/or invest in a company in our roster, you must enroll as a KOINY Investor. If you want to participate in KOINY’s Business Club events, you must be enrolled as a Member.

1.3 JUDGE CONFIDENTIALITY, TRUST, & OPENNESS 

All information shared with the Judge by the Startup – either online in their application or in-person/virtually in their pitch – must be treated as confidential and cannot be disclosed by the Judge without the Startup’s permission. Recording, photographing, or “screen-shotting” startup pitches, presentations, applications, or other materials is prohibited. 

2.1 MENTOR SELECTION

Once you are approved as a Mentor, your name and credentials will be provided to participating teams, as well as KOINY alumni members. Teams and alumni will then have the opportunity to select you as their mentor. Importantly, we do not guarantee that you will be “matched” to a team or any alumni, only that such individuals will have the opportunity to match their interests and needs with your skill set.

2.2 MENTOR COMMITMENT

This is a completely volunteer program. By participating you indicate your understanding that Mentors are not paid for their time and that you do not expect anything in return (no equity, no cash, no future contact, etc.), other than the satisfaction of helping those teams or participants with whom you are matched to assist in developing talents and skills. If you want to own equity and/or invest in a company in our roster, you must enroll as a KOINY Investor. If you want to participate in KOINY’s Business Club events, you must be enrolled as a Member.

Each Mentorship relationship is different and depending on the team or person to whom you are assigned, you may find that you need to give more, or less time to the commitment. As this arrangement is voluntary, if you find that the needed time commitment exceeds what you are able to give, please let us know so we can work with you and the assigned team or individual to assign adequate resources. In general, the mentoring relationship will continue as long as the team remains in the accelerator program, or for as long as alumni remain participants in KOINY. If, after a relationship ends, you are interested in continuing as a mentor, you may be matched with a new mentee.

Relationships may develop that lead to business transactions after the accelerator program or even after the mentorship relationship ends (for example, teams could use the legal services of a law firm over time). However, by agreeing to be a Mentor, you are acknowledging and agreeing that the teams shall have no obligation to engage in any compensation-based relationship with Mentors now or in the future. If you want to own equity and/or invest in a company in our roster, you must enroll as a KOINY Investor. If you want to participate in KOINY’s Business Club events, you must be enrolled as a Member.

2.3 MENTOR CONFIDENTIALITY, TRUST, AND OPENNESS

All information shared with the  Mentor  by the  Startup  team  must  be treated as confidential and cannot be disclosed by the  Mentor  without the Startup’s permission.

Startups may choose to have the Mentors sign a separate Non-Disclosure Agreement setting forth more details concerning the obligations of the Mentor to keep the information confidential. 

Notwithstanding the obligation of confidentiality, the relationship between the Startup and the Mentor should be as open as possible so the Mentor can provide the best support.

3.1 SPEAKER SELECTION

Once you are approved as a Speaker, you will have the opportunity to engage with the global KOINY Finalist cohorts. Your name and credentials will be provided to the startups prior to your presentation.

3.2 SPEAKER COMMITMENT

This is a completely volunteer  program. By participating, you indicate your understanding that Speakers are not paid for their time and that you do not expect anything in return (no equity, no cash, no future contact, etc.). If you want to own equity and/or invest in a company in our roster, you must enroll as a KOINY Investor. If you want to participate in KOINY’s Business Club events, you must be enrolled as a Member.

KOINY will take pictures and create films throughout your presentation, and might also make the slide deck available to our startups.

3.3 SPEAKER CONFIDENTIALITY, TRUST, & OPENNESS 

All information shared with the  Speaker  by the  Startup  team  must  be treated as confidential  and  cannot  be  disclosed by the  Speaker  without the Startup’s permission.

3.4. We invite you to review the Speaker’s Terms of Service for other terms applicable to the engagement, as well as review all Terms of Service.

KOINY COMMUNICATIONS

The  KOINY  team communicates with  Mentors  through emails with updates, calls to action, and key date reminders throughout the year. 

USE OF MENTORS ’ NAMES, IMAGES, AND BIOGRAPHICAL DATA

During the competitions, events, and KOINY Programs, we occasionally take photos, make videos, and/or make recordings of the events for our records and for promotional purposes.  By participating as a Mentor, you agree that we may use your name, photo, likeness, and information about you on our website(s) for the purpose of informing visitors about our programs. 

TERMINATION

KOINY deeply appreciates the time, commitment, and passion of its Mentors. Nevertheless, we reserve the right at any time to terminate this agreement and remove a Mentor either in the event that a Mentor violates these terms (or any of KOINY’s other policies) or at KOINY’s sole discretion.

OTHER KOINY POLICIES AND TERMS 

By participating as a Mentor, you agree to abide by the terms of this Agreement, as well as the other policies of KOINY.