1. ANTECEDENT

 

Parallel18 is a global venture accelerator and investment platform designed to identify, invest in, and scale high-potential global startups from within Puerto Rico. We provide high-quality business training, mentors, business contacts, and investors to help startups scale.

 

Parallel18 is part of the Puerto Rico Science, Technology, and Research Trust (“Trust” or “PRSTRT”), a private non-profit organization created with the goal of maximizing Puerto Rico’s participation and creation of jobs in the global knowledge economy by promoting investment and financing of science and technology research and development. The Trust manages and hosts over a dozen initiatives that range from grants and technical support to networking and educational events or “meetups”, and other educational resources for researchers, entrepreneurs, farmers, investors, and other groups.

 

2. MAIN GOAL

Our P18 Gen. 14 program (“Program”) welcomes companies from around the world to help them scale from Puerto Rico to global markets. Our mission is to invest in and accelerate the world’s most ambitious founders while positioning Puerto Rico as a global launchpad for innovation and technology-driven entrepreneurship.

 

2.1. Specific Goals

• Sustain the parallel18 program over a long period of time by remaining politically agnostic and showcasing the value that parallel18 brings to Puerto Rico.
• Ensure buy-in from both the private sector and all areas of the government by showcasing success and furthering economic development.
• Encourage local and global angel, venture capital, and private equity funds, together with other capital allocators to invest in the best and brightest startups emerging from Puerto Rico.
• Assist in overcoming some of the challenges that the Puerto Rican economy is currently facing while pushing growth in the island’s economic development.
• Develop a creative and innovative environment within the community that moves beyond technology and extends to the arts, culture, culinary, tourism, and other interests.
• Encourage parallel18 corporate partners to engage in business development with startups to explore new opportunities for corporate innovation.
• Further the growth of the local economy.
• Position Puerto Rico on the map as an active member of the global startup ecosystem and as a center for innovation and entrepreneurship.

 

3. EXPECTED RESULTS

• Investment in companies with high impact and ROI.
• Companies developed with high global potential, scaling from Puerto Rico.
• Direct partnerships with local organizations to help integrate the program and its participants into the local business and startup ecosystem.
• Increased retention efforts of local university students by presenting them with opportunities to intern and work for the new companies created through the program.
• Increase repatriation efforts of the Puerto Rican diaspora by promoting opportunities for employment with the new companies created through the program.
• Positive global visibility by positioning Puerto Rico in the global media as an innovation hub.
• Development towards inclusion in global innovation indexes.

 

 

4. PARTICIPATION

Startups that apply must have less than five (5) years in operation and must be incorporated in Puerto Rico or in the United States with authorization to do business in Puerto Rico. Additionally, participating startups must be prepared to raise an investment round, whether already open or anticipated to open within six months of the program start date. Acceptable rounds include pre-seed or seed. To participate, a company must have at least two (2) full time founders. The founders applying to the Program must be over eighteen (18) years of age, and the Program participants may not be more than three (3) individuals.

 

Parallel18 reserves the right to use its discretionary faculty to accept team members below the age of eighteen (18) or single founder-led companies in exceptional circumstances, which shall not be deemed precedent..

 

4.1. Program Term

Each participant shall undergo a four (4)-week evaluation and due diligence period (the “Phase 0 Term”), which must be successfully completed in order to advance to the Phase 1 Term. Upon selection, the Startup shall participate in an additional sixteen (16)-week period commencing on the date designated as Orientation Day (the “Phase 1 Term”). All Selected Startups are required to maintain a physical presence in Puerto Rico for the full duration of the Program Term.

 

The following categories will be considered:

 

4.2. Project

The startup entity identified in the application form shall be deemed the applicant company and will participate in the Phase 0 (pre-program) Term as the designated project entity (the “Project” or the “Company”). Only one entity may be submitted per application. The Company must be duly organized and registered in Puerto Rico, or organized in the United States and authorized to conduct business in Puerto Rico, as either a corporation or a limited liability company (LLC). If the applicant company does not yet possess the required legal structure, parallel18 may provide resources to support the completion of this process; however, failure to complete such process within the timelines required by the Program may result in disqualification.

 

4.3. Team Leader (only one)

The Team Leader is the individual designated in the application to represent the startup throughout the Program. This person should be a key member of the company (such as a founder or senior member) actively involved in strategic decision-making, commercial activities, or operational execution. The Team Leader will serve as the primary point of contact with parallel18 and will be responsible for submitting required reports on expenses, activities, and Company progress. The Team Leader must be able to effectively represent the company in the Program and will be responsible for all required reporting and communications.

If not a U.S. citizen, the designated Team Leader must meet the necessary requirements to enter and remain in the United States for the duration of the Program.

If at any point the designated Team Leader is unable to continue fulfilling their responsibilities, the company must notify parallel18 in writing within ten (10) business days. The company may appoint an interim leader to temporarily assume responsibilities, subject to Program approval.

4.4. Team Members (max two)

Up to two (2) additional individuals who are part of the founding team and serve as C-level or equivalent decision-makers may participate in the Project, provided they are identified in the application. If such team members are not U.S. citizens, they must be eligible to apply for a visa to enter the United States. Team Members are advised to begin the visa application process as early as possible to avoid delays or disruptions to Program participation .

 

 

5. ACTIVITIES ELIGIBLE FOR THE PROGRAM

Eligible activities are those that support the launch and scaling of companies with significant global growth potential that use Puerto Rico as a platform for expansion.

 

Companies or projects consisting primarily of consulting services, non-profit organizations, traditional import/export operations, or lifestyle businesses are ineligible, as they are not considered highly scalable.

 

Startups must possess a market-ready product with demonstrated traction, revenue, and scalable operations, and must have a team dedicated exclusively to the company with appropriate decision-making authority. Companies must also be ready or willing to raise investment capital whether through open round or within six (6) months of the Program.

 

 

6. PROGRAM ACTIVITIES

The Program will include a variety of activities and/or events, which will be made available to participants of each project, and among which a distinction will be made between mandatory and optional activities.

 

6.1. Mandatory Activities

The Startup’s participation consists of a one (1) month Phase 0 Term followed by a four (4) month Phase 1 Term. Founders are required to engage virtually throughout the Phase 0 Term. Only the eighteen (18) selected startups will advance to the Phase 1 Term.

 

The Team Leader is required to be physically located in Puerto Rico to participate in the following mandatory activities. Failure to participate in mandatory activities without prior written authorization may constitute grounds for suspension or early termination, in accordance with applicable sections of these Terms and Conditions.

 

2026. Phase 0 (pre-program) Term (4 weeks) – This term is designated for the parallel18 team to conduct the Company’s due diligence and to obtain all information necessary for the investment process. Activities during this period will be conducted virtually and may include meetings with parallel18 personnel as well as required workshops. The Phase 0 (Pre-Program) Term is scheduled to occur in April 2026.

 

2026. Bootcamp Weeks (if selected) – The Bootcamp Weeks will occur during the sixteen (16)-week Phase 1 Term, which is anticipated to run from July through October 2026. Attendance by the designated Team Leader, in person and physically located in Puerto Rico, is mandatory. Additional approved team members may also participate. Activities during these weeks include:
      1. Program welcome orientation days.
      2. Peer presentation by the company to the incoming cohort.
      3. Finalizing the execution of the Investment Agreement or equivalent.
      4. Connecting with local service providers as needed (local bank, company incorporation or authorization to do business, legal, accounting, among others)
      5. Initial assessment Meeting: explanation of Program rules, establishment of clear milestones and KPIs of what the company aims to achieve in the Program.

 

1. Weekly Follow-Up (KPI) Meeting – You will be required to meet with the parallel18 staff to analyze weekly progress and strategic plans, in order to facilitate the accomplishment of the goals by providing access to the right resources.

 

1. Demo Days – These are key virtual and/or in-person public events intended to showcase the Startup’s progress and accomplishments to local and international investors, as well as to the broader business community. Participation in Demo Day events is subject to Program approval and requires the Startup’s full compliance with all Program requirements throughout the Program Term, as well as demonstrated traction and growth during participation. Demo Day is a compulsory event unless the Company is disqualified due to non-compliance with the program.

 

1. Pitch Practices – Companies must have complied with Program’s standards and participated in mandatory in-person pitch practices in order to participate in Demo Day events.

 

1. Other Activities – The Program may designate additional mandatory activities, which will be communicated in advance to the Team Leader. These may include, but are not limited to, parallel18 Ventures and parallel18 Connect pitch practices prior to meetings with corporate partners, bootcamps, and other Program-related engagements. Failure by the Team Leader to participate in any mandatory activities or events, without prior authorization for an excused absence, may result in the Program’s evaluation of whether to terminate the Project early, subject to the circumstances and reasons provided.

 

6.2. Optional Activities

Optionally, the team leader or team member may participate in and/or carry out the following activities, unless these have been categorized as mandatory, as set out in the previous subsection:

 

1. Presentations, office hours, workshops, classes, or other events organized by other program participants.

 

1. Other activities related to the project and/or program that were not described as mandatory.

 

 

7. PARTICIPANT DOCUMENTATION

 

7.1 The Company/Project application must contain the following Information/ Documents:

1. Background information for each of the team members, stating each person’s nationality, education, technical experience and work history. The achievements of each one of the participants must be evidenced.

 

Note: Parallel18 reserves the right to conduct background checks on participants and the Company at any time prior to, during, or after Program participation. Refusal to consent to such checks may result in disqualification or termination.

 

1. Legal entity documentation:
   1. Articles of Incorporation or Certificate of Incorporation of the Company.
   2. Certificate of Good Standing issued by the applicable jurisdiction.
   3. Tax Identification Number (EIN) issued by the Internal Revenue Service.

 

1. Identification documentation:
   1. Government-Issued Identification: Images of both sides of a valid government-issued identification document, such as a national passport, clearly displaying the individual’s full name, photograph, identification number, and issuance and expiration dates. All identification documents must be current and may not be expired, canceled, or otherwise invalid.
   2. Foreign Participants: If the above documentation is pending validation, the participant must submit evidence demonstrating that such documentation is in process. Continued participation in the Program is expressly conditioned upon submitting proof of a valid passport or equivalent status.

 

1. Entity business plan & financials
   1. A detailed description of the Company’s product and/or service, an overview of market competitors and the Company’s competitive differentiation, and an analysis of the target market and its size.
   2. Financial Statement providing current financial information for the Company.
   3. Pitchdeck in “pdf” format.

 

1. Short video explaining company, level of commercial traction, reason for applying to parallel18, and why Puerto Rico makes sense for their strategy.

 

 

7.2. Additionally, the applications may contain the following:

1. Information/Documentation from participants:
   1. Participation in organizations related to entrepreneurship and innovation.
   2. Relationship with international networks to position Puerto Rico as an innovation hub.
   3. Letters of recommendation.
   4. Cap table documentation.

 

Note: Incomplete applications as well as applications not written in English will be deemed not submitted.

 

 

8. APPLICATION

 

8.1 Procedure

The Program shall be made available to interested applicants through a formal application process. Notice of the opening of an application period will be communicated via publication on the Program’s official website and through its social media platforms.

Submission of an application does not guarantee selection, participation, or investment. All selection and investment decisions are made at the sole discretion of the Program and its investment committee.

Prospective participants must complete and submit all required application forms in order to be considered for admission. The selection of participants shall be made at the sole discretion of the Program administrators. Applicants selected for participation will be eligible to engage in all Program activities.

Participation in the Program is undertaken with the objective of securing an investment in the form of a SAFE, through which Innovation Financial Solutions (“IFS”), a wholly owned subsidiary of the PRSTRT will obtain an equity interest in the Company. If the Company has an open investment round, IFS may match the terms pari-passu. The purpose of the Program is to generate value for the selected companies admitted into the portfolio, with top-performing participants potentially eligible for additional investment opportunities. Admission to the Program does not guarantee an investment. All decisions regarding investments in participating companies are discretionary to the investment committee. Investment terms will be provided in a separate SAFE and related documents; IFS may offer different terms per company.

Participants will be asked to complete and submit two (2) different forms. The first form will validate whether the company meets the program’s basic requirements. Those who qualify, will be sent a second form, which includes specific questions that will be evaluated using the criteria explained below.

 

8.2 Means of Application

Companies, along with the requested technical and economic documentation, may be entered solely through the parallel18 website (www.parallel18.com) or any other channel previously notified.

 

The accompanying documents must be text documents, spreadsheets or other files compatible with the system (such as doc, xls, jpg, pdf).

 

8.3 Limit of Applications

Each applicant, even if not designated as Team Lead, may only apply once with one Company/project per application period. Therefore, every team member must be working on only one Company/project per cohort. If a team member is part of various applications for different projects, the Program may consider the Project and applicant invalid.

 

 

 

 

9. EVALUATION PROCESS AND CRITERIA

 

There will be 5 Phases of the evaluation process:

• Screening Round
• Judging Round
• Internal Review
• Investment Committee
• Interviews (Discretionary)

 

Evaluation scores, rankings, and feedback are for internal decision-making purposes only and do not create enforceable rights for applicants

 

9.1 Screening Round (Analysis of Pertinence or Relevance)

All applications will be reviewed to determine if they comply with the basic requirements for the program (i.e., traction, years of operation). Those who pass this Screening Round will be sent a second application form.

 

9.2 Judging Round

A group of carefully selected judges will be given, anonymously and randomly, a set of companies to evaluate the applications. The judges will rank the companies accordingly to a given set of points, evaluating the criteria mentioned below. These judges will evaluate the applications, giving them a score of 1 to 5 (with 1 being the minimum score and 5 the maximum score) on the following evaluation criteria:

Product or Service Traction (20%)

Investment Readiness (20%)

Market and Competitive Positioning (20%)

Team Mix, Qualification & Experience (20%)

Engagement with Puerto Rico (20%)

 

9.3 Criteria

1. Product or Service Traction (20%) -A critical aspect of evaluating the project is how differentiated and innovative their product or service is.
   1. How creative, interesting and engaging do you find their pitch?
   2. Is the business opportunity unique and innovative? Is it tackling a real need?
   3. What’s new/revolutionary about what they are doing? How will they add value?
   4. What is their competitive advantage?
   5. Is the product and technology presented feasible?
   6. Has this startup built and tested an MVP? Do they have a functional prototype? Is the product already working?
   7. Do they have an initial user base and show an understanding of their target market based on this initial traction?

 

1. Investment Readiness (20%) – Given that we are an investment platform, we want to ensure all companies are ready to seek private capital from investors.

1. 1.  What is the specific investment thesis (problem, market shift, timing), and why is this company positioned to win now rather than 12–24 months ago or from now?
   2. What is the primary source of defensibility (data, IP, technical moat, distribution, partnerships, regulatory positioning), and how does it compound over time?
   3. What is the business model and pricing strategy, and what do your unit economics look like at scale (gross margin, CAC/LTV logic, payback), including the key assumptions that drive them?
   4. Is the team positioned to execute (skills, roles, gaps), and can you provide diligence-ready materials (cap table, incorporation/IP assignment, financial model, customer evidence, regulatory/security plan) without major red flags?
   5. How much capital are you raising, what are the exact 2–3 milestones it funds, and what measurable outcomes will you deliver in the next 6–12 months with that capital?

1. Market and Competitive Positioning (20%) -All submissions should target a global market and also be clearly differentiated from competitors. Projects may be rejected if they are only considering one sole market.
   1. Is this startup’s market share likely to be large? Can this venture achieve a leadership position in its market?
   2. Does the team have a clear understanding of who their ideal customers are?
   3. Does this team understand who the present and future competitors are?
   4. Has the team articulated a clear competitive advantage – exclusive intellectual property, first mover advantage, network effect, etc.?
   5. Would their customers choose to work with them rather than with their competitors?

 

1. Team Qualification & Experience (20%) – The entrepreneurs and teams that we are seeking should be both accomplished and respected individuals, along with having a strong and cohesive team.
   1. Does the team demonstrate dedication, focus and resilience?
   2. Do they have valuable and transferable skills? Notable life experiences? Impressive accomplishments?
   3. What is the quality of the recommendation? And does it come from a person who is familiar with the entrepreneur’s educational background or business model?
   4. How coherent is the team? Do they demonstrate complementary skill sets and dedication to each other and the Project?
   5. Is this the right team for this project?

 

1. Engagement with Puerto Rico (20%) – We want to ensure that the startups in parallel18 are impactful members of the Puerto Rican entrepreneurship ecosystem. This means that startups have a clear strategy around how they plan to take advantage of the unique opportunities and resources available in Puerto Rico and generate impact in the region. Cultural affinity and understanding of the Puerto Rican reality are critical to ensuring startups can sustain longer-term and meaningfully contribute to the local ecosystem.
   1. Does the team demonstrate a genuine interest in becoming part of an active Puerto Rican entrepreneurship community?
   2. Will this team clearly benefit from and contribute to the Puerto Rican economy as a jumping-off point to scale globally?
   3. Does the team have the ability to undertake tangible business activities in Puerto Rico?
   4. Has the team identified a specific strategy it plans to implement during the program to take advantage of the opportunities Puerto Rico has to offer?
   5. Will this team be an active and valuable member of the Puerto Rican startup ecosystem, donating their skills and startup spirit productively?

 

9.4 Internal Review

The Program will examine the extent of convergence of the project’s objective with the guidelines and objectives of the Program, verifying the consideration of Puerto Rico as a platform in order to access global markets, and the scalability of the project, among other factors. Likewise, compliance with the following requirements will be verified:

1. The team’s possibility of residency in Puerto Rico during the entire execution period of the Project and exclusive dedication to said project, this being a legal entity in the US.

 

1. That the project does not consist of a consulting firm, export, and import company, lifestyle company, or is otherwise ineligible.

 

1. Commercialization of the project of less than five years.

 

7. The application contains the identification documentation for participants as stated in section 7.1.

 

As a result of this analysis, parallel18 will classify, on a justified basis, the relevance or irrelevance of the projects. If a declaration of “Not Relevant” is declared, the project will not continue in the evaluation process, with this decision communicated to the applicant within a period not exceeding 30 days, counted from the closing of the application period.

 

9.5 Final Selection

A local selection committee composed of experienced members will make the decision to select up to 20 final companies for the Program.

 

9.6 Interview Round

During the evaluation period, an interview through a phone call, a video conference, or in person, if feasible, will be requested to clarify questions from the evaluators.

 

 

10. DECISION

Once the evaluation is concluded, the Program will notify applicants of final decisions within ten (10) business days following completion of the evaluation process.

 

 

11. COMPANY ACCEPTANCE

Upon the company’s acceptance of the offer to join Program, which includes acknowledgement and full acceptance of the Investment Agreement or equivalent including its supporting documents and program terms and conditions, the process of soft landing begins, which requires the execution of tasks by both the team leader of the company and by Program. Acceptance must be completed within three (3) business days of notification, unless an extension is granted in writing by parallel18. Failure to timely accept shall be deemed a withdrawal. .

 

 

12. DEADLINES

The Phase 0 Term shall have a duration of four (4) weeks. If selected, the Startup will then participate in a sixteen (16)-week Phase 1 Term. Additional information regarding the Program deadlines will be provided by parallel18 on Orientation Day. The Orientation Day date will be communicated to the selected companies upon confirmation of their selection.

 

 

13. DELIVERY OF INVESTMENT

 

13.1 Mode of Delivery

After the execution of the contract between the U.S. entity and IFS, the total amount of the funds will be delivered to the Company.

 

13.2 Conditions for Delivery of the Funds

The conditions for Parallel18 to deliver the funds shall be as follows:

7. Compliance with subsection 7.1 on identification and legal documentation of participants and companies.

 

1. Full execution of the parallel18 Investment Agreement.

 

1. Successfully comply with the required criteria for the midpoint evaluation (second installment).

 

1. Maintain good standing status, as qualified by the Program, throughout the Program duration.

 

1. Parallel18 reserves the right to verify the compliance with all requirements contained herein, these terms and conditions, and, in the event that any serious unconformity is found, in addition to suspending the delivery of the investment or early termination of the project, and request for investment capital back.

 

13.3 Suspension of Payments

Parallel18 may suspend or terminate Program funding, in whole or in part, in its sole discretion, based on Program progress, legal compliance, or budget availability .

 

Parallel18, at its sole discretion, may suspend delivery of funds and dismiss a company from the Program during the soft landing period or at the beginning of the program if the startup makes significant changes in the project, business model and/or founding team from those stated in the application, specifically if it fundamentally changes the company’s ability to scale and/or use Puerto Rico as a platform to grow, so that it is no longer aligned with Program’s acceleration experience.

 

Parallel18 may suspend payment temporarily or permanently if it finds that the project is not being carried out in a satisfactory manner or that the Team Leader has failed to fulfill his or her obligations in whole or in part. In these cases, Parallel18 shall impose the measures it deems appropriate to correct the deficiencies detected, or to terminate the project early. Prior to finalizing the process of putting an early end to the project, parallel18 may order the team to refrain from making further expenditures from the delivered funds.

 

Parallel18 shall provide due notice to the project once suspension of payments and of expenses has been chosen as the course of action.

 

13.4 Monitoring and Reporting?

Parallel18 holds the authority to monitor the Company’s performance and compliance with Program requirements, including the use of Program-related funds and the activities, expenses, and deliverables carried out or incurred by the Company and its administrators in connection with the Program and/or with any investment or funding received through Program participation.

 

This monitoring is limited to business and Program-related matters and is intended to verify progress against milestones and KPIs, proper use of funds, and compliance with these Terms and the Investment Agreement.

 

. If the Company uses Program funds (or funds provided through Program participation) to hire third parties, the Company shall ensure that its agreements with such third parties allow the Company to obtain and provide to Parallel18 reasonable supporting documentation (e.g., invoices, receipts, and statements of work) necessary to verify eligible expenditures and Program compliance. The Company and Team Leader remain responsible for ensuring such documentation is available and accurate..

 

Nevertheless, Parallel18 does not assume any responsibility for management, operation, or execution of the Company’s business, with project execution remaining the sole responsibility of the Team Leader.

 

The Team Leader must comply with the calendar of monitoring meetings provided by his or her startup specialist, and with the delivery of reports in accordance with Program requirements. These reports shall contain at least the identification of the activities implemented and results obtained.

 

As per reporting requirements, the Team Leader is responsible for the delivery of a final use of funds and expenses report made within 2 weeks after end of the Program Term or the Company’s participation, as applicable. This term may be extended at the request of the Team Leader and subject to the approval of the Program. If the expense report is not submitted within the stipulated time, a repayment process may be initiated as provided in these Terms and/or the Investment Agreement.

 

Notwithstanding the latter and in accordance with the nature of the project, the Investment Agreement may provide a side letter for the delivery of progress reports, the number and timing of which will be determined by the Program taking into account the characteristics of the project, the activities of the latter, the results and Parallel18’s own budget availability.

 

The number and timing of progress reports may be modified by the Program, upon a substantiated request by the Team Leader, or on the Program’s own accord, before the deadline has passed for said delivery.Parallel18 may request extraordinary progress reports for the periods determined in light of monitoring of project activities, with no amendment of the Investment Agreement being necessary in this case.

 

Parallel18 shall approve or provide comments to the progress reports and extraordinary reports within a term of fourteen (14) days after material reception of these, or from the date of the on-site review, as applicable. In response to a request by Parallel18 for documentation, modification or supplementation of reports, the Team Leader must comply with such a request within the three (3) days of the request.

 

Reports that do not contain all the information requested or do not attach all supporting records that are required for both technical and financial analysis, or that do not attach a legible copy of these, shall be construed as not filed. Parallel18 shall notify the Team Leader within a period of five (5) days from receipt of the report, establishing a term not exceeding five (5) days from receipt of the notification to complete the submission of the report.

 

 

14. CONFIDENTIALITY

 

14.1 Confidential Information.

For purposes of these Terms and Conditions, “Confidential Information” means any non-public, proprietary, or confidential information disclosed by Parallel18, the Trust, IFS, mentors, judges, partners, or other Program participants, whether disclosed orally, visually, electronically, or in writing, including but not limited to business plans, investment terms, internal evaluations, scoring, feedback, financial information, investor communications, program materials, and any information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

 

14.2 Obligations.

Each Company, Team Leader, and Team Member agrees to:

(a) use Confidential Information solely for purposes of participating in the Program;

(b) not disclose Confidential Information to any third party without the prior written consent of Parallel18; and

(c) take reasonable measures to protect the confidentiality of such information, which shall be no less protective than those used to safeguard its own confidential information of a similar nature.

 

14.3 Exclusions.

Confidential Information shall not include information that:

(a) is or becomes publicly available through no breach of these Terms;

(b) is lawfully received from a third party without restriction;

(c) is independently developed without reference to Confidential Information; or

(d) is required to be disclosed by law or court order, provided that the disclosing party gives prompt notice to Parallel18 (to the extent legally permitted) and cooperates in seeking protective treatment.

 

14.4 Program Materials and Evaluations.

Evaluation criteria, scores, rankings, deliberations, and feedback generated during the application, selection, or monitoring processes are confidential and intended solely for internal decision-making. Applicants and participants shall not record, reproduce, distribute, or publicly disclose such materials.

 

14.5 Survival.

The obligations set forth in this Section shall survive termination of participation in the Program for a period of five (5) years, or longer to the extent required by applicable law.

 

15. PUBLICITY, BRANDING, AND USE OF MARKS

 

15.1 Program Publicity Rights.

Participants grant Parallel18, the Trust, and IFS a non-exclusive, royalty-free, worldwide right to reference the Company’s name, logo, and participation in the Program for Program-related, institutional, educational, reporting, and promotional purposes, including websites, social media, presentations, reports, and press materials, provided that such use does not misrepresent the Company or disclose Confidential Information.

 

15.2 No Implied Endorsement.

Participation in the Program does not constitute an endorsement of the Company by Parallel18, the Trust, IFS, or any government entity. Participants shall not represent or imply such endorsement without prior written approval.

 

15.3 Use of Parallel18 and Trust Branding.

The Company may use the “Parallel18,” “Puerto Rico Science, Technology and Research Trust,” and related Program marks solely to identify factual participation in the Program and only in accordance with branding guidelines issued by Parallel18. Any other use, including commercial or investor marketing use, requires prior written consent.

 

15.4 Press Releases and Public Announcements.

Any press release or public announcement specifically referencing the Program, investment status, or affiliation with Parallel18, the Trust, or IFS must be submitted for review and approval prior to publication, which approval shall not be unreasonably withheld.

 

15.5 Demo Days and Media Events.

Participants acknowledge that Demo Days and similar Program events may be recorded, photographed, or broadcast. By participating, the Company and its representatives consent to such recording and use for Program-related purposes, subject to confidentiality obligations.

 

 

16. CONFLICTS OF INTEREST

 

16.1 Disclosure Obligation.

Participants represent and warrant that neither the Company nor any Team Leader or Team Member has any actual or potential conflict of interest that would materially impair their participation in the Program or the integrity of the evaluation or investment process, except as disclosed in writing to Parallel18. Participants shall promptly notify Parallel18 in writing of any actual or potential conflict of interest arising during the application, evaluation, or Program Term, including but not limited to financial interests, advisory roles, employment, or close personal or professional relationships with Program staff, judges, mentors, partners, or decision-makers.

 

Parallel18 reserves the right, in its sole discretion, to assess disclosed conflicts and determine appropriate mitigation measures, including disclosure management, recusal, modification of participation, or termination from the Program.

 

Failure to disclose a material conflict of interest shall constitute a material breach of these Terms and may result in disqualification, termination, and/or rescission of investment, without prejudice to other remedies available at law or in equity.

 

16.2 Prohibited Conduct.

Participants shall not offer, solicit, or accept any improper benefit, compensation, or preferential treatment intended to influence Program decisions, evaluations, or investment outcomes.

 

 

16. 16. EARLY TERMINATION

Without prejudice to the other grounds for early termination set forth in these requirements, parallel18 may adopt such a decision in the following cases, applying the sanctions detailed below:

 

16.1 Early termination of the project for reasons not attributable to the Team Leader Parallel18 may impose an early end to the project on its own initiative or at the request of the team leader in the following situations:

 

1. Failure to achieve critical results or continuity milestones established by Parallel18 and/or the Team Leader, for reasons not attributable to the lack of diligence of the Team Leader, duly qualified by Parallel18.
2. Having become convinced that the project will not achieve the expected results, that it cannot be executed within reasonable parameters, for reasons not attributable to the lack of diligence of the Team Leader, duly qualified by Parallel18.
3. Other causes not attributable to the team leader’s lack of diligence in carrying out the activities related to the project and/or to the team leader’s participation in the Program, duly qualified by Parallel18.

 

If requested by the Team Leader and accepted by Parallel18, it shall be understood that the project has been finished early, from the date of the request.

 

16.2 Early termination of the project by deed or act attributable to the Team Leader Parallel18 may put an early end to the project if the Team Leader fails to comply through negligence or lacks due diligence of his or her obligations. The following situations may constitute breach of the contract:

1. Denial or hindrance of project monitoring.
2. Negligence in performing financial and technical control activities.
3. Failure to notify Parallel18 in a timely manner about the impossibility of paying the

contributions for which they and/ or the other participants are responsible.

4. Finding out during the soft landing period or at the beginning of the program that company has made significant changes in the business model and/or founding team from those stated in the application that fundamentally change the company’s ability to scale and/or use Puerto Rico as a platform to grow, so that it is no longer aligned with Program’s acceleration experience.
5. Serious discrepancy between the declared technical and / or legal information and real information.
6. Non-compliance with critical results or continuity milestones established in the project, for reasons attributable to the lack of diligence by the Team Leader, duly qualified by Parallel18.
7. Having become convinced that the project will not achieve the expected results, that it cannot be executed within reasonable parameters, or that the Team Leader will not be able to pay the contribution that is his or her responsibility, for reasons attributable to a lack of diligence by the Team Leader, duly qualified by Parallel18.
8. In the reports of financial accountability.
9. Duplication in the reporting of proof of expenditures.
10. Simulation of acts or contracts.
11. Valuation of costs above the market value.
12. False or altered accounting documents (such as invoices, bills, credit or debit notes)
13. Failure to maintain good standing status throughout the program duration.
14. Other reasons attributable to the Team Leader lack of diligence in carrying out their activities related to the project and/ or to the Team Leader participation in the Program, duly qualified by Parallel18.

 

 

17. WARRANTIES

The warranties contained herein shall survive termination of participation and completion of the Program where applicable. The participants warrant and represent to Parallel18 as follows:

 

1. The participants shall not violate any intellectual property rights, confidentiality, right of privacy or other right of any person or entity whomsoever.

 

1. The participants represent that the information provided by them to Parallel18 during the application and contracting phases is accurate and complete and shall promptly inform Parallel18 of any material changes or developments relevant to Program participation and eligibility, as well as compliance with applicable law.

 

1. Each participant understands that in the event he or she has failed to disclose any relevant information which may have impacted Parallel18’s decision to select and invest in their project, or has provided false information, Parallel18 will be entitled to rescind the contract with immediate effect, in addition to any other remedies which Parallel18, Innovation Financial Solutions and the Puerto Rico Science Technology and Research Trust may have by contract or by law.

 

1. Compliance with Code of Conduct. Each participant represents and warrants that it has received, reviewed, and agrees to comply with the Parallel18 Code of Conduct, as may be amended from time to time. The participant acknowledges that compliance with the Code of Conduct is a condition of participation in the Program and that any violation thereof shall constitute a material breach of these Terms and Conditions.

 

1. Compliance with Law. Each participant represents and warrants that, in connection with its participation in the Program, it shall comply with all applicable local, state, federal, and foreign laws and regulations relevant to its business operations and Program activities.

 

1. Sanctions and Restricted Parties. Each participant represents and warrants that neither it nor, to its knowledge, any of its founders, officers, or controlling persons is the subject of sanctions administered by the United States (including the Office of Foreign Assets Control), the European Union, or other applicable governmental authority, nor owned or controlled by any such sanctioned person.

The participant further represents that it is not engaging in Program activities for the benefit of any sanctioned country, entity, or individual.

 

1. Anti-Bribery and Anti-Corruption. Each participant represents and warrants that it has not offered, authorized, or made, and will not offer, authorize, or make, directly or indirectly, any improper payment, gift, or thing of value to any government official or private party for the purpose of influencing any act or decision in connection with the Program, any investment, or any business activity related thereto.

 

1. Export Controls. To the extent applicable to the participant’s business, the participant represents that its participation in the Program does not knowingly involve the export, re-export, or transfer of goods, software, technology, or technical data in violation of applicable United States export control laws or regulations.

 

The participant agrees to notify Parallel18 promptly if its activities become subject to material export control restrictions that could affect Program participation.

 

18. Disclosure and Remedies. Any material inaccuracy in, or breach of, the representations set forth in this Section shall constitute a material breach of these Terms and Conditions and may result in disqualification, suspension, or termination from the Program, without prejudice to any other rights or remedies available to Parallel18.

 

 

18. LEGAL STATUS

The participants shall be considered as having the legal status of an independent partner vis-à-vis parallel18, and nothing contained in or relating to their investment shall be construed as establishing or creating an employer/employee relationship with parallel18.

 

Parallel18 shall not be responsible for any expense, loss, accident, damage or injury suffered by the participants, arising during or as a result of its participation in P18 and its related activities, whether sustained on parallel18’s premises or not.

 

 

 

19. NO WAIVER

The waiver by either parallel18 or any participant of any provision or breach of these terms and conditions and, if selected, contract shall not prevent subsequent enforcement of such provision or excuse further breaches.

 

 

20. LIABILITY

The participants hereby indemnify and hold, IFS and the PRSTRT harmless from and against the full amount of any and all claims and liabilities, including legal fees and costs, which are or may be made, filed, or assessed against Parallel18 at any time and based on, or arising out of, breach by the participants of any of its representations or warranties under these terms and conditions, regardless of whether such representations and warranties are explicitly incorporated herein or are referred to in any attached Appendices.

 

 

21. VIOLATIONS OF LAW

Participants must comply with all applicable local, state, and federal laws while participating in the Program. Any participant found to be in violation of any law will be reported to the appropriate authorities. Participants found to be in violation of any law may be immediately removed from the Program. The Program administrators reserve the right to take any additional actions deemed necessary, including but not limited to, legal action.

 

 

22. QUESTIONS OR CONSULTATIONS

Questions may be addressed in English or Spanish to the following e-mail address:

[email protected].

 

i The TRUST and IFS reserves the right to unilaterally amend these terms and conditions in future publications. Participants will receive electronic notification in such an event. Continuing participation in P18 will be understood as providing consent to the new version of this document.

ii Notwithstanding anything to the contrary contained herein, the terms and conditions of this Program are subject to and shall be superseded by the terms and conditions of the Investment Agreement that Participants will be required to sign if selected for further under these terms for participation in the Program. In the event of any conflict or inconsistency between the terms and conditions of this Program and the Investment Agreement, the terms and conditions of the Investment Agreement shall prevail. Participants acknowledge and agree that their participation in the Program is contingent upon their acceptance of the terms and conditions of the Investment Agreement.