Terms and Conditions

Last Updated:  May 14, 2019

American Underground, LLC (“AU”) provides a range of advertising, membership, sponsorship activities, and/or services which may include events (collectively, “Services”). These terms and conditions (the “Terms” or the “Agreement”) relate to all services provided by AU to you (“Company”) under the “AU” brand.

1. Agreement between Company and AU. Company may apply for Services through the AU platform/site (an “Application”), which set forth: (a) the Services being purchased by Company; (b) the costs of the Services; and (c) other relevant details of the Services. The Terms are incorporated by reference into and made a part of any Order between AU and Company and shall govern the relationship between AU and Company. By submitting an Application, the Company agrees to be bound by the Terms, the Terms of Use set forth at https://americanunderground.com/terms-of-use/, the Privacy Policy set forth at https://americanunderground.com/privacy-policy/ and the Code of Conduct set forth at https://americanunderground.com/code-of-conduct/     . Benefits applicable to specific Services are set forth as follows:

Exhibit A: AU Membership

Exhibit B: Featured Jobs Program

Exhibit C: Startup Crawl

2. Membership. 

2.1 Company Listing. Company may register for a complimentary Company Listing (as described in Exhibit A – AU Membership) and create a company profile on the AU platform/site. AU reserves the right to terminate membership at any time.

2.2 Virtual Membership. The term of the Virtual Membership (as described in Exhibit A – AU Membership) will begin on the date that the Application is approved by the AU and the AU has received any applicable payments that are due and payable in order to commence Services.  The Virtual Membership shall renew on a month-to-month basis. Company acknowledges that the Virtual Membership has an initial and recurring payment and the Company accepts responsibility for all recurring charges prior to cancellation. The Virtual Membership will be automatically extended for successive monthly periods, at the then-current subscription rate. Company may cancel its Virtual Membership, subject to the provisions of Section 2.5 below, by visiting the Company’s account profile page and making such election. AU reserves the right to terminate membership at any time, and in such event, Company will receive a pro rata refund of fees paid for Services not yet executed.

2.3 Cancellations. Cancellation of a Virtual Membership shall result in the Company being automatically converted to a Company Listing membership. If a Company no longer wishes to maintain its Company Listing and to remove all data from the AU public site, Company may make such election by visiting its account profile page.  Unless as otherwise provided in this agreement, REFUNDS WILL NOT BE PROVIDED FOR ANY SUBSCRIPTION. AU DOES NOT PROVIDE CREDIT, REFUNDS, OR PRORATED BILLING FOR SUBSCRIPTIONS THAT ARE CANCELLED MID-MONTH OR MID-TERM. In such circumstances, the Company will continue to have access to their current AU Membership until the end of the monthly billing cycle or the minimum subscription period, whichever is applicable.

3.  Payment Terms.  Unless otherwise stated in the Order, all initial payments will be made upon execution of the Order and charged to the credit card that the Company provides AU. It is the Company’s responsibility to update and maintain the payment method associated with your account. You may update your payment method at any time by accessing your AU account.  If at any time, AU is unable to charge your payment due to insufficient funds, expired or invalid account details, or otherwise, the Company shall remain responsible for all fees owed and AU reserves the right to withhold Services, and to avail itself of any other legal remedy. Any and all collection costs of AU shall be borne by Company, including reasonable attorney’s and third-party fees.

AU may submit monthly periodic charges to the credit card provided without further authorization from the Company until the Company provides prior notice that it has terminated this authorization as required by the Terms or wishes to change its payment method. Such notice will not affect charges submitted before AU reasonably could act.

4.  Taxes.  All payment amounts set forth herein are exclusive of all applicable taxes (including, but not limited to sales, use, privilege, value added and excise taxes) and Company will bear responsibility for all such taxes and duties.  If Company is exempt from such taxes and duties, Company will provide AU with the required documentation of such exemption.

5.  Marks.  Company hereby grants AU a revocable, royalty-free, non-transferrable, non-exclusive license to use the name, logo, slogan, or other marketing materials (collectively, “Marks”) of Company in the format and specification as directed by Company, solely for the purpose of promoting and marketing the Services in which Company is participating (including pre-event and post-event promotion), provided that AU will not modify any Marks of Company in any way. Company agrees that it will not use the Marks of AU without first procuring AU’s written authorization, which may be withheld in AU’s sole and absolute discretion.  Company’s participation in a AU event shall not be considered as endorsement of or approval of the activity of Company nor for the purposes it represents.  Each party shall use the other party’s Marks solely in accordance with the other party’s trademark usage guidelines and quality control standards provided by such other party as the same may be updated from time to time. If either party is notified in writing by the other party that any use does not so comply, such party shall immediately remedy the use to the satisfaction of the other party or terminate such use. Neither party shall use, register or attempt to register in any jurisdiction any Mark that is confusingly similar to or incorporates any of the other party’s Marks. All uses of a party’s Marks, and all goodwill associated therewith, shall inure solely to the benefit of such party, and each party shall retain all right, title and interest in and to its Marks.

6. Event Cancellation/Rescheduling.  Company acknowledges and agrees that AU reserves the right to cancel an event scheduled as part of the Services in the sole and absolute discretion of AU.  If an event is cancelled by AU (based on no fault, act, or omission of Company), AU will refund to Company the full value of all payments previously made by Company to AU in connection with the event (which shall be Company’s sole and exclusive remedy in such situation). Company further acknowledges that an event may include an outdoor venue, and that scheduling at this venue is subject to weather conditions. In the event of inclement weather at the time of an event, AU will use its commercially reasonable efforts to reschedule the event to an indoor location or at a mutually agreeable date and time for an outdoor venue.  Company acknowledges and agrees that should rescheduling not be possible or practical depending on the circumstances, as determined by one of the parties, refund of fee payments will depend on the reasons for not rescheduling and will be at the sole and absolute discretion of AU. 

7. Featured Jobs Program.  If the Company elects to participate in the Featured Jobs Program (as described in attached Exhibit B – Featured Jobs Program) and the Company, it subsidiaries or affiliates hires a candidate that AU referred to the Company, the Company shall pay AU a candidate referral fee in the amount of Three Thousand Dollars ($3,000.00) (the “Referral Fee”). The candidates referred to the Company by AU shall be based on the skill sets required for the position as provided by the Company and the skill sets provided by the candidate. AU does not represent or warrant the accuracy of the information provided by the candidates. Company grants AU permission to bill Company’s credit card for the Referral Fee. If the credit card on file for the Company is declined or otherwise unavailable, Company shall pay AU the full Referral Fee upon receipt of an invoice. If a featured job is no longer active on the AU platform (due to cancellation, expiration, or Company’s request to remove listing) and if a Company hires a candidate referred by AU for the featured job or a similar position within 6 months of such referral, the Company acknowledges and agrees that it owes and shall pay AU the Referral Fee.  If a Company does not comply with the terms contained in this Section 7, as determined by AU, in its sole discretion, then AU may (i) restrict the Services provided to the Company, (ii) restrict the Services that the Company may participate, and/or (iii) terminate the Company’s membership; in such event(s), the Company acknowledges and agrees that AU shall be entitled to retain any and all fees that have been paid to AU for the Service and the Company is not entitled to a refund.

8.  Disclaimer of Warranty.  THE SERVICES PROVIDED BY AU ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 

9. Limitation of Liability and Disclaimer of Damages

9.1 Limitation of Liability.  FOR ALL EVENTS AND CIRCUMSTANCES, AU AND ITS AFFILIATES’ AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT TO EXCEED THE AMOUNT THAT COMPANY PAID TO AU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY.

9.2  Disclaimer of Damages.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL AU OR ITS AFFILIATES BE LIABLE TO COMPANY OR ITS AFFILIATES FOR: ANY CLAIM BASED UPON A THIRD PARTY CLAIM; ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF AU OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification. Company shall indemnify, defend and hold harmless AU, its affiliates, officers, agents, advisors, managers, representatives, members, directors, stockholders, partners, and employees, from and against any claims, actions, causes of action, demands, suits or damages of any type or kind (collectively, “Claims”) arising out of or in any way connected with Company’s breach of this Agreement, actions or omission by Company, or any of its agents, employees, guests or invitees, including, without limitation, Claims for loss or damage to any property belonging to AU, or for death or injury to any person or persons to the extent that such Claims arise from the acts or omissions of Presenter, its officers, agents, or employees, or its guests.  The indemnity obligations of Company hereunder shall survive the termination or expiration of this Agreement.

11.  General

11.1 Notices.  Notices must be in writing and will be deemed given when delivered by hand or five (5) days after being sent to the respective addresses indicated on the order, or to the email addresses set forth on the order, using a method that provides for positive confirmation of delivery.

11.2 Assignment.  This Agreement is binding on the parties to this Agreement, and nothing in this Agreement confers upon any other person or entity any right, benefit or remedy of any nature whatsoever.  This Agreement is assignable by either party only with the other party’s prior written consent, which will not be unreasonably withheld.  Notwithstanding the foregoing, AU may assign this Agreement to its affiliate, subsidiary or pursuant to a merger or a sale of all or substantially all of such party’s assets or stock without the prior approval of Company.

11.3 Subcontracting.  AU may subcontract Services under this Agreement without the prior approval of Company; provided, however, that (a) subcontractors must agree to keep any proprietary information received from AU or Company confidential, and (b) AU remains responsible to Company for the performance of its obligations hereunder.

11.4 Independent Contractor. AU is an independent contractor and nothing in this Agreement will be construed to create an employee relationship between Company (or any Company personnel) and AU (or any AU personnel). AU will be solely responsible for payment of applicable taxes, deductions or other payments and benefits for its personnel.

11.5 Force Majeure.  Neither party will be liable for nonperformance or delays caused by acts of God, wars, riots, strikes, fires, floods, earthquakes, government restrictions, terrorist acts or other causes beyond its reasonable control.

11.6 Severability.   If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable.  If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.

11.7 Waiver.  The delay or failure of either party to exercise any rights hereunder will not constitute or be deemed a waiver or forfeiture of such rights.  No waiver will be valid unless in writing and signed by an authorized representative of the party against whom such waiver is sought to be enforced.

11.8 Complete Agreement. This Agreement constitutes the exclusive terms and conditions with respect to the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by Company to place orders or otherwise effect transactions hereunder.  This Agreement represents the final, complete and exclusive statement of the agreement between the parties with respect to subject matter hereof and all prior written agreements and all prior and contemporaneous oral agreements with respect to the subject matter hereof are merged therein.  Any claim relating to the provision of the Services by AU, its affiliates and their personnel will be made against AU alone.

11.9 Amendment.  This Agreement may not be amended, supplemented or modified except by a written instrument signed by the parties hereto, which instrument makes specific reference to this Agreement.

EXHIBIT A

AU MEMBERSHIP

COMPANY LISTING

  • An easy-to-use, customizable company profile
  • Places to highlight awards and accomplishments, company culture and employer benefits that set you apart
  • Ability to post company news and publications

VIRTUAL MEMBERSHIP [month-to-month]

Includes everything contained in the Company Listing plus:

  • Unlimited job postings
  • Access to member programs, events and workshops
  • Virtual access to the AU community (e.g., peer groups, advisors, listserv)
  • Featured Jobs Program – See Exhibit B

EXHIBIT B

FEATURED JOBS PROGRAM

Selected by randomized basis

  • Above the scroll placement on AU’s Jobs page and Explore Triangle Startups page
  • Promotion through all AU digital platforms including social media
  • Personal support from the AU team to help recruit and connect ideal candidates to your opportunity

EXHIBIT C

STARTUP CRAWL

Sponsorship levels:

Featured Startup

  • AU will deliver:
    • Demo table + 60 second pitch to community
    • In-person networking
    • Social media exposure
    • Logo included on event signage

Growth Sponsor

  • AU will deliver:
    • In-person networking
    • Social media exposure
    • Logo included on event signage (Eventbrite and table signage)
  • WRAL TechWire will deliver:
    • WRALTechWire.com:  Display advertising [designed and submitted by sponsor]

Featured Startup Resource

  • AU will deliver:
    • Co-branded resource document displayed at AU welcome table highlighting the mutually agreed upon Featured Startup Resource offered by the sponsor.  Document to be designed and printed by AU and pdf included in post event email to attendees.
    • In-person networking
    • Social media exposure
    • Logo included on event signage [Eventbrite and table signage]
  • WRAL TechWire will deliver:
    • WRALTechWire.com:  Display advertising [designed and submitted by sponsor]

Participation as a host company:

  • AU will deliver:
    • Coordinate all logistics pre- during and post event
    • Cover the following expenses: licensed bartender, catering, alcohol, and any other items directly related to these areas.
    • Promote and market event
  • Host company will deliver:
    • Provide space for networking event
    • Cover the following expenses: utilities, cleaning, and any other expenses resulting from use of the physical space after normal business operating hours.
    • Have at least 1 person on site from the company to help with event day of
    • Identify 1 person from leadership team to welcome the community (2-3 minute welcome)
  • Any other items mutually agreed upon in writing