The Hazina Accelerator Participation Agreement (this “Agreement”) applies to the Services (as defined below) offered to the business participating in Hazina Accelerator program (“Participant”) and made available by Hazina Group Foundation incorporated in Kenya as a Company Limited by Guarantee, with an office at Ground Floor, Bayusuf Plaza, 840 Chief Ali Bin Naam Road, Mombasa, Kenya (“Hazina Accelerator” and together with Participant, the “Parties”).

WHEREAS, Hazina Accelerator organizes a series of online trainings, coaching, mentorships, workshops, and seminars with selected startup founders, trainers, mentors, and investors (collectively “Events”) and provides advice and guidance regarding successfully accessing and accelerating into the market (“Services”) and;

WHEREAS, Participant wishes to retain Hazina Accelerator for such Services and Events;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

1. Term

The term of this Agreement shall commence as of the date Participant ticks “agree” on a form mentioning these Terms and Conditions and submits the form (the “Effective Date”) and shall remain in force until terminated by either party pursuant to the provisions of Section 7.

2. Payment

2.1. In full consideration for the Services and Events provided under this Agreement, Participant hereby agrees to pay Hazina Accelerator a fee (the “Fee”) set by the corresponding representative of Hazina Accelerator, prior to agreement. Hazina Accelerator reserves the right to apply a discount towards the Fee. If a discount is provided and Participant breaches any of the Rules listed in Section 3.1, Hazina Accelerator reserves the right to revoke such discount and charge Participant the full fee.

2.2 Upon enrollment, Participant agrees to pay a flat fee of KES 15,000/= in words Kenya Shillings Fifteen thousand only to the company’s training partner Hazina Advisory Services Limited. Payment is due upfront (within 7 days after receiving invoice) and before commencement of the program, it can also be paid in 2 monthly installments as shall be agreed by the Parties.

2.3. All travel-related expenses to the designated venue for training and workshops are the sole responsibility of the Participant.

3. Participant Obligations and License Grant

3.1. All officers, employees, consultants, or agents of the Participant, while attending the Events, shall comply with the following rules (the “Rules”):

  1. follow instructions, directions, procedures, and policies of Hazina Accelerator;
  2. attend and arrive promptly to all Events;
  3. behave in a respectful manner to not poorly reflect on Hazina Accelerator;
  4. remain fully engaged and attentively participate in all Events;
  5. obtain prior approval from Hazina Accelerator prior to any absence from an Event; and
  6. have fun!

3.2. Hazina Accelerator reserves the right to exclude Participant from any Events if Participant breaches any provision of this Agreement.

3.3. Participant hereby grants Hazina Accelerator a non-exclusive, perpetual, license to use Participant’s documentation, logos, marks, and trademarks (“Participant Materials”) to create documentation, promotional material, pitches to sponsors, and any other promotional materials, including but not limited to the web and social media, (“Event Materials”). Hazina Accelerator shall have the right to photograph and record video and/or audio of the employees of Participant attending the Events and make commercial use of such photographs and recordings.

4. Participant’s Representations and Warranties

4.1. Participant represents, warrants, and covenants that there exists no agreement or restriction which would interfere with or prevent Participant from entering this Agreement.
4.2. Participant represents, warrants, and covenants that the Participant Materials, and their receipt and use by Hazina Accelerator will not infringe upon, misappropriate, or violate any patent, copyright, trademark (and any goodwill associated therewith), trade secret, moral rights, or other proprietary right of any third party.

5. Indemnification in Connection with Injuries to Persons or Damage to Property

5.1. Participant party shall indemnify and hold harmless Hazina Accelerator, its affiliates, directors, officers, employees and agents (collectively, the “Indemnitee”) against and from any and all suits, actions, proceedings at law or in equity, claims (groundless or otherwise), demands, liabilities, losses, damages, judgments, payments, deficiencies, settlements, penalties, fines, fees, economic losses, costs and any other expenses, (including, but not limited to, fees and disbursements of counsel selected by Hazina Accelerator) (whether incurred in a third party action, or in an action brought by either party against the other to enforce its rights under this Agreement), (collectively, “Liabilities”) arising out of or incurred in connection with bodily injury (including death) to any person, damage to the property, or interest of any person, firm, or corporation to the extent that such injury or damage shall have been occasioned by, shall have resulted from, or shall in any way be attributable to the willful or negligent acts or omissions of Participant, its affiliates, officers, directors, employees, agents or subcontractors in any way related to this Agreement.

5.2. Notwithstanding anything in this Agreement to the contrary, Participant hereby agrees to indemnify, defend, and hold harmless Hazina Accelerator, its affiliates, and its and their respective officers, directors, employees, and agents from and against any and all Liabilities which are asserted against, incurred, or suffered by Hazina Accelerator and which arise directly or indirectly out of, or in connection with:

  • the violation of any applicable law by Participant, and/or its officers, directors, employees, agents and/or other representatives;
  • the breach by Hazina Accelerator, and/or its officers, directors, employees, agents and/or other representatives of any covenant, condition, warranty, or representation contained in this Agreement;
  • the gross negligence, or willful or wanton misconduct of Participant, and/or its officers, directors, employees, agents and/or other representatives.

6. Confidentiality

6.1. “Confidential Information” means the terms and conditions of this Agreement and any information conveyed to Participant, orally or in writing, by Hazina Accelerator, pursuant hereto, but shall not include information which becomes generally available to the public through no act or omission by Participant. Participant acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not discuss, reveal, or disclose the Confidential Information to any other person or entity, or use any Confidential Information for any purpose other than as contemplated hereby, in each case, without the prior written consent of Hazina Accelerator. Participant agrees to use best efforts (and in no event less rigorous than Participant takes with respect to its own proprietary and confidential information) to prevent unauthorized or inadvertent disclosure of the Confidential Information.

6.2. Participant will, at the request of Hazina Accelerator, during the term of this Agreement or thereafter, promptly return all Confidential Information held or used by Participant in whatever form or promptly destroy all such Confidential Information, including all copies thereof, and those portions of all documents that incorporate such Confidential Information.

7. Privacy

7.1 Hazina Accelerator is committed to safeguarding the privacy of Hazina Accelerator’s Participants, sponsors, and partners.

7.2 Hazina Accelerator’s Privacy Policy applies where the company is acting as a data controller with respect to the personal data of Hazina Accelerator’s aforementioned peoples; in other words, where Hazina Accelerator determines the purposes and means of the processing of that personal data. The Privacy Policy can be found at https://hazinaaccelerator.com/privacy-policy.

7.3 Hazina Accelerator may disclose Participant’s data to one or more selected third-party suppliers of goods and services identified as its partners for the purpose of enabling them to contact Participants so that they can offer, market and sell to them relevant goods and/or services. Each such third party will act as a data controller in relation to the enquiry data that Hazina Accelerator supplies to it; and upon contacting Participants, each such third party will have a corresponding privacy policy.

7.4 Hazina Accelerator is granted permission and consent to the rights of Participant’s image, likeness and sound of voice as recorded on audio or video tape without payment or any other consideration. Participant understands that its image may be edited, copied, exhibited, published, or distributed and waives the right to inspect or approve the finished product wherein their likeness appears. Additionally, Participant waives any right to royalties or other compensation arising or related to the use of their image or recording. Participant also understands that this material may be used in diverse educational settings within an unrestricted geographic area.

7.5 Photographic, audio or video recordings may be used for the following purposes:

  • marketing material
  • promotional or educational videos
  • online promotion, including hazinaaccelerator.com, Facebook, Instagram, Twitter, and other websites.

By agreeing to this release, the Participant understands this permission signifies that photographic or video recordings of them may be electronically displayed via the Internet or in the public educational setting.

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 or video recordings collected as part of the Hazina Accelerator activity Participant signed up and/or participated in. This authorization is revocable under the laws of GDPR.

8. Termination

8.1. Hazina Accelerator may terminate this Agreement at any time upon three (3) days’ notice.
8.2. Hazina Accelerator may terminate this Agreement (i) upon Participant’s breach of this Agreement and failure to cure such breach upon five (5) business days prior written notice by Hazina Accelerator, or (ii) upon Participant’s material breach of this Agreement which cannot be reasonably be cured.

8.3 The Participant may terminate this agreement at any time upon three (3) days’ notice. In case the Participant paid a Fee to participate in the Program, this termination would require the forfeiture of the program tuition and non-reimbursement on the Fee.

9. Limitation of Liability

EXCEPT AS SET FORTH IN SECTIONS 5 AND 6, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, USE, OR COST OF SUBSTITUTE SERVICE OR PROCUREMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. EXCEPT AS SET FORTH IN SECTIONS 5 AND 6, NEITHER PARTY’S TOTAL LIABILITY HEREUNDER WILL IN ANY EVENT EXCEED THE AMOUNT OF THE FEES PAID OR TO BE PAID PURSUANT TO THIS AGREEMENT.

10. General

10.1. Relationship Between the Parties. Participant is an independent contractor; there is no joint venture, partnership, agency, or fiduciary relationship existing between the Parties and the Parties do not intend to create any such relationship by this Agreement. Neither Party shall have the power or authority to bind or obligate the other in any manner not expressly set forth herein.

10.2. Use of Name. Participant and its employees, agents and representatives will not, without Hazina Accelerator’s prior written consent in each instance, use in advertising, publicity or other promotional endeavor, the name of Hazina Accelerator or any of Hazina Accelerator’s affiliates, or any officer or employee of Hazina Accelerator, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof used by Hazina Accelerator or its affiliates; or represent, directly or indirectly, that any product or service provided by Participant has been approved or endorsed by Participant, or refer to the existence of this Agreement in press releases, advertising or materials distributed to Participant’s prospective customers.

10.3. Force Majeure. Hazina Accelerator shall not be held responsible nor be deemed to be in default under this Agreement for any delay in performance or failure in performance of any of its obligations hereunder if such delay or failure is the result of causes beyond the control of Hazina Accelerator.

10.4. Governing Law. This Agreement, its subject matter and the parties’ respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of the republic of Kenya, without giving effect to principles regarding conflicts of law.

10.5. Modification, Amendment and Waiver; Benefit. There are no understandings, agreements, or representations, express or implied, with respect to the subject matter hereof not specified herein. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled, or waived in whole or in part, except by a writing executed by both parties.

10.6. Assignment. Hazina Accelerator may assign this Agreement, and/or any rights and/or obligations hereunder upon written notice and without the consent of Participant to any (i) subsidiary or affiliate of Hazina Accelerator, or (ii) successor pursuant to a merger, consolidation, sale of all or substantially all of its assets. Participant shall not assign this Agreement, and/or any rights and/or obligations hereunder without Hazina Accelerator’s prior written consent. Any attempted assignment in violation of this Section 9.6 shall be void ab initio.

10.7. Authority. Both Hazina Accelerator and Participant have full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement.

EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.