RUC Scout Program Terms of Service
1. Purpose. The Parties wish to enter into a mutually beneficial arrangement to help the American dream be realized for more Women, Black, Indigenous, Hispanic, LGBTQ, and Veteran-owned, and all diverse founders, startups, and growing companies presently underserved by existing methods of access to capital, by assisting them in raising capital using equity crowdfunding.
2. Company’s Duties. Rise Up Crowdfunding LLC agrees to pay Referring Party a flat fee of $2,500 for each business (“Referred Business”) referred to the Company by Referring Party using Referring Party’s unique referral code (that we will provide), once Referred Business is accepted by Company and is onboarded to the Rise Up Crowdfunding’s funding portal and goes live with their equity crowdfunding offering by virtue of public posting of the Offering Page on the Company’s funding portal.
3. Representation. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party hereto, or anyone acting on behalf of any Party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed, and dated by all Parties hereto.
4. Partial Invalidity. Should any provision of this Agreement be deemed unreasonable and unenforceable by a court of competent jurisdiction, said provision shall be severed from the Agreement, and the remainder of the Agreement shall remain in full force and effect. Notwithstanding, however, should any portion or provision be found to be unreasonable and unenforceable, it is the express intent of each Party that the Agreement not be rendered unenforceable as a result. Both Parties acknowledge the necessity of protecting each other’s legitimate business interests, and therefore, the Parties shall (i) cooperate to reform any such severed provision to comply with existing law. and (ii) modify the Agreement to include the new provision. Any such modification under this paragraph shall be binding on the Parties as if incorporated from the date of the Party’s signature.
5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single integrated document.
6. Term. The Parties agree that the initial term (the “Term”) of this Agreement shall be indefinite and that Company may discontinue the referral program at any time without notice. However, should Company discontinue the referral program, Referring Party shall still be paid as set out below for any issuer referred to Company pursuant to this Agreement prior to the termination of the referral program.
7. Modifications. This Agreement may be modified only by a contract in writing executed by the Party to this Agreement against whom enforcement of the such modification is sought.
8. Waiver. Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
9. Drafting Ambiguities. Each Party to this Agreement has reviewed and had the opportunity to revise this Agreement. Each Party to this Agreement has had the opportunity to have legal counsel review and revise this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.
10. Force Majeure. If, at any time during the Term, either Party is prevented from or hampered or interrupted or interfered with in any manner whatsoever in fully performing such Party’s duties hereunder, by reason of (a) any present or future statute, law. the ordinance, regulation. order, judgment, or decree, whether legislative, executive, or judicial (whether or not a valid act of God. earthquake, fire, flood. epidemic, accident, explosion, casualty, lockout, boycott, strike, labor controversy (including the threat of a lockout, boycott, or strike), riot, civil disturbance, war, or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), invasion, occupation, the intervention of military forces, act of terrorism, embargo, delay of a common carrier, inability without default on Company’s part to obtain sufficient material. labor, transportation, power, or other essential commodity required in the conduct of its business, or (b) any other cause beyond such Party’s reasonable control (each of the events described in clauses (a) and (b) of this Section 11, an “Event of Force Majeure”), then such Party’s obligations hereunder shall be suspended as often as any such Event of Force Majeure occurs and continues, but in no event longer than one-hundred, eighty (180) days and such non-performance shall not be deemed to be a breach of this Agreement.
11. Interpretation. The Parties hereto acknowledge and agree that: (a) each Party hereto and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to their revision. The words “include”, “includes”, “included”, “including”, and “such as” do not limit the preceding words or terms and shall be deemed to be followed by the words “without limitation”. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. All terms defined in this Agreement in their singular or plural forms have correlative meanings when used herein in their plural or singular forms, respectively. The section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties, and shall not in any way affect the meaning or interpretation of this Agreement. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to principles of conflict of laws thereof. The Parties hereto hereby consent to the exclusive jurisdiction of the United States District Court for the Middle District of Florida and any of the courts of the State of Florida sitting in Tampa, Hillsborough County. Florida in any dispute arising under this Agreement.
12. Trademarks, Logos, Etc. Other than noted herein, no Party to this Agreement may (i) use, in any manner, form, or medium, any trademark, service mark, trade name, logo, or slogan adopted by or associated with the other party or its affiliates without the prior written consent of such Party, which consent shall be effective only in the specific instance and for the specific purpose given or (ii) use, in advertising, publicity or otherwise, the names of the other party or its affiliates, except as previously agreed in writing, which agreement shall be effective only in the specific instance and for the specific purpose given.