TERMS & CONDITIONS

P18 Gen X

1. ANTECEDENT

Parallel18 is a top-level, performance-driven international startup program with a social mission: offering entrepreneurs from all over the world access to high-quality business training, grants, mentors, business contacts and investors to help them scale globally while working to position Puerto Rico as a unique hub for innovative businesses and technology.

The program 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 development. The organization manages and hosts over a dozen initiatives that range from grants and technical support to meetups and educational resources for researchers, entrepreneurs, farmers, investors, and other groups.

2. MAIN GOAL

Our P18 Gen X program (“Program”) welcomes companies from around the world to help them scale from Puerto Rico to global markets. Our team works hard to provide high-quality business education, develop business connections, and create investment opportunities for all our startups.

2.1. Specific Goals

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

3. EXPECTED RESULTS

  1. Companies developed with high global potential, scaling from Puerto Rico.
  2. Direct partnership with local organizations to help integrate the program and itsparticipants into the local business and startup ecosystem.
  3. Increased retention efforts of local university students by presenting them withopportunities to intern and work for the new companies created through the program.
  4. Increase repatriation efforts of the Puerto Rican diaspora by promoting opportunities foremployment with the new companies created through the program.
  5. Positive global visibility by positioning Puerto Rico in the global media as an innovationhub.
  6. Development towards inclusion in global innovation indexes.

4. PARTICIPANTS

Startups that apply must have less than three (3) years in operation and must be incorporated in Puerto Rico or in the United States with authorization to do business in Puerto Rico. In the case that your company is not incorporated in any of these locations, only founders that own fifty percent (50%) or more of their startup may apply. To participate, a company must have at least two (2) 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) people. Parallel18 reserves the right to use its discretionary faculty to accept team members below the age of eighteen (18) as extraordinary situations may arise.

The Project’s participation in the Program shall be for five (5) months (the “Program Term”). Program Term commences on the date set for Orientation Day.

Selected companies must be physically located in Puerto Rico for the entire Program Term. While it is not required that companies be physically local to apply, once selected, the participating company must relocate to Puerto Rico for the entire Program Term to comply.

The following categories will be considered:

4.1. Project – The startup entity duly specified in the application form as the applicant company and its subsequent participation in and for the duration of the Program and its services as a selected company (“Project” or “Participating Company”). (Only one entity per application. The entity will be required to be registered in Puerto Rico or in the United States as authorized to do business in Puerto Rico as a corporation or a limited liability company (LLC). If the applicant company does not have this legal structure, parallel18 can provide resources for assistance in this process.

4.2. Team Leader (only one)- The Team Leader (or ”Beneficiary”), is a natural person, duly specified during the application form, that is an original founder of the startup and continues to be a C-level member directly involved in the company’s business strategy, commercial activities and decision making, who must act in name and representation of him or herself and of the executors as the person responsible before parallel18. The person designated as the team leader must be physically located in Puerto Rico during the entire Program Term and be exclusively dedicated to the development of this Project; likewise, the Beneficiary will be the active and passive subject of all rights and obligations established in the Grant Agreement, including detailed reports on expenses and activities materialized by the beneficiary or third parties. If not a U.S. citizen, the team leader must have the ability to apply for a visa to enter the U.S.

4.3. Team Members (max two)- Optionally, the participation of up to two additional natural persons, who form part of the founding team and continue to be C-level business-oriented decision makers for the company and who are duly specified during the application process, may be considered and welcomed to join the Project. If the team members that are to participate in person are not U.S. citizens, they must have the ability to apply for a visa to enter the U.S. Members are advised to start a visa application process as soon as possible to prevent Project hindrance.

5. ACTIVITIES ELIGIBLE FOR THE PROGRAM

Those activities that enable the launch and scaling of companies with high global growth potential that use Puerto Rico as a platform to grow. Projects may not consist of consulting services, non-profit organizations, traditional import/export companies, or lifestyle businesses, as these are not considered to be highly scalable projects or with high growth potential. Likewise, Projects must have a product in the market, with traction, revenue, and operations capable of scaling, as well as a team dedicated exclusively to the company, in decisional-making capacity.

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
Program Term for a Project is five (5) months. During the Program Term, the beneficiary must be physically located in Puerto Rico and available to participate in the following mandatory activities:

A. SoftLandingWeek-Thesoftlandingweekismandatoryfortheteamleaderonly. Nevertheless, all approved team members are welcome to participate. The week’s activities include:

  1. Program welcome orientation days.
  2. Peer presentation by the company to the incoming cohort.
  3. Finalizing the execution of the program Grant Agreement with digital in-person signing.
  4. Setting up the company with local service providers as needed (local bank, companyincorporation or authorization to do business, legal, accounting, among others)
  5. Initial assessment Meeting: explanation of Program rules, establishment of clearmilestones and KPIs of what the company aims to achieve for the next first half of the Program (2.5 months) and the end of the Program (5 months) that will be jointly tracked with the Program, as well as projected use of funds provided by Program.

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

C. Midpoint Evaluation- Presentation of the update and progress of the company to the Program, who will use the information gathered from program staff and mentors to analyze in detail the progress of the company during the first 2.5 months (first 10 weeks of the program). If the company does not meet the Program’s standards of acceleration for progress compared with actual performance, the goals that they set at the beginning, or comply with required attendance, participation and engagement, the Program is entitled to put an early end to the project.

D. Investment Immersion- A week for engaging with invited investors, having investment evaluation 1:1 meetings, learning best practices about raising capital, and negotiating investment terms, among other fundraising activities.

E. Demo Day- Key public event to showcase accomplishments in the Program to local and foreign investors as well as the local business community. Participation in this event is pending approval from Program after successfully complying with Program requirements for the duration of the program as well as proven growth of traction during the Program.

  1. Demo Day pitch practice- Company must have complied with Program’s standards and participated in mandatory in-person pitch practices in order to participate in Demo Day.

F. Other Activities- Within the Program that are designated as mandatory, a circumstance that will be communicated in advance to the team leader, such as, but not limited to, parallel18 Connect pitch practices before presenting to corporate partners.

If the beneficiary does not participate in the activities and/ or events specified herein without previous authorization to be excused, the Program may evaluate putting an early end to the Project, depending on the reasons.

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

7. CONTENTS OF THE PROJECT

7.1 The applications must contain at least the following in English:

  1. Background documentation for each of the team members named in the projectapplication, stating each person’s nationality, education, technical experience and workhistory. The achievements of each one of the participants must be evidenced.
  2. Legal entity documentation: if you applied to the program with a company that hasalready been created, you will be required to submit documentation in case you areselected.
  3. The following identification documentation will be required for selected companies andmembers:
    • For Puerto Rican participants: Official photocopy of national identification card,on both sides, and/or a simple photocopy of the page indicating the name, identification number and dates of granting and expiration of the ID. In both cases documents must be valid.
    • Foreign participants: Official photocopies of the page indicating the name, identification number and dates of granting and expiration of the passport. In the case where these documents listed above are in the process of validation, a copy of the document that proves this condition must be attached.
    • Dedication (time and resources) to the project from the participants to this project.
    • Description of leadership history of who applies as a beneficiary.
    • The product and/or service to develop and/or commercialize.
    • Description of the competition and the project’s differentiation.
    • Stage or phase in which the project is at the moment of application.
    • Explain the reason why you think Puerto Rico would help accomplish themilestones that you are aiming to achieve
    • Readiness to have presence in Puerto Rico and expand into a new market
    • Short video explaining company, level of commercial traction, reason for applyingto parallel18, and why Puerto Rico makes sense for their strategy

7.2. Additionally, the applications may contain the following:

A. Concerning the participants:

  • Motivation to develop the project from Puerto Rico.
  • Participation in organizations related to entrepreneurship and innovation.
  • Relationship with international networks to position Puerto Rico as an innovationhub.
  • Activities to promote interaction, networking and the transfer of knowledge skillsand best practices to local entrepreneurs and their environment.

B. Concerning the project:

  • Commercialization and scalability strategy.
  • Entry and exit barriers.
  • Progress to date and plan during participants’ stay in Puerto Rico.
  • Target market and its size.
  • Market position.
  • Letters of recommendation (optional).

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

8. DEADLINES

The Program duration is 20 weeks and will be understood to have begun on the date established by parallel18 as orientation day. This date will be notified once the companies are selected.

9. THE FUNDS

The Puerto Rico Science, Technology, and Research Trust will provide a grant, in other words, a transfer of money to the company’s local commercial bank account for $125,000 thousand dollars (USD) delivered in various sets throughout the program, subject to the participant’s compliance with the terms and conditions set forth herein. All disbursed and used funds need to be properly declared by showing corporate bank statements, and in certain cases an invoice of the service or product acquired, or a contract in the case of apartment rental or an individual hired or contracted, per the Program rules.

Additionally, the participants will receive $25,000 investment on an uncapped safe with a Most Favored Nation.

10. APPLICATION

10.1 Procedure

This program will be made available to interested parties in the form of an application. Communication about the opening of a call for applications will be conducted by means of a notice published in the program’s website and social media platforms.

10.2 Means of Application

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

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

10.3 Limit of Applications

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

11. EVALUATION PROCESS AND CRITERIA

There will be 3 Phases of the evaluation process:

Screening Round
Internal Review
Interviews
Final Selection

11.1 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 that pass this Screening Round will advance to the Internal Review Round.

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, being this a legal entity in the US.
  2. That the project does not consist of a consulting firm, export and import company, lifestyle company, or is otherwise ineligible.
  3. Commercialization of the project of less than three years.
  4. 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 20 days, counted from the closing of the application period.

11.2 Internal Screening :
Parallel18 Team ,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 (20%)
Traction (20%)
Market and Competitive Positioning (20%)
Team Mix, Qualification & Experience (20%)
Engagement with Puerto Rico (20%)

11.3 Product or Service (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?

11.4 Traction (20%)

For this program we are seeking companies that have gained some level of initial traction, and that are ready to grow and scale with Parallel18.

  1. Has this startup built and tested an MVP? Do they have a functional prototype? Is the product already working?
  2. Do they demonstrate some initial commercial traction in their market?
  3. Do they have an initial user base and show an understanding of their target marketbased on this initial traction?
  4. Does the team have the ability to undertake tangible business activities related toexpanding into a new market?

11.5 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?

11.6 Team Mix, 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? Impressiveaccomplishments?
  3. What is the quality of the recommendation? And does it come from a person who isfamiliar with the entrepreneur’s educational background or business model?
  4. How coherent is the team? Do they demonstrate complementary skill sets anddedication to each other and the project?
  5. Is this the right team for this project?

11.7 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 totake 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?

11.8 Interview Round:

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

11.9 Final Selection:
A local selection committee composed of experienced members will make the decision to select up to 10 final companies for the Program.

12. DECISION

Once the evaluation is concluded, the program will have 7 business days to inform the applicants about the final decision and extend an offer to join the Program.

13. COMPANY ACCEPTANCE

Upon the company’s acceptance of the offer to join Program, which includes acknowledgement and full acceptance of Grant Agreement 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. This acceptance must be done *3* business days after the Project is informed of this acceptance.

14. RIGHT TO INVEST

By accepting participation in the Program, the participating company hereby grants the Trust the right to invest in the company. The participants shall receive twenty-five thousand dollars ($25,000) in investment on an uncapped Simple Agreement for Future Equity (SAFE) with a Most Favored Nation (MFN) through a separate appropriate agreement (“SAFE Agreement”) to be executed by both the participating company and the Trust. The applicant acknowledges and agrees to execute this SAFE Agreement as a condition of this grant.

PLEDGING OF SHARES

In exchange for, and as a condition of, this grant, the applicant hereby acknowledges and agrees to pledge, assign and transfer to the Trust and grant to the Trust, upon sale of the participating company or upon Initial Public Offering (IPO), a donation of one percent (1%) of the value of shares at time of sale or IPO, through a separate appropriate agreement (a “Pledge Agreement”) to be executed by the participating company and the Trust, as a condition of this grant. Notice of intent of sale or public offering shall be required to be promptly delivered to parallel18.

15. DELIVERY OF GRANT

15.1 Mode of Delivery
After the execution of the contract between the U.S. entity and the Trust, the total amount of the funds will be delivered in various sets throughout the program, the first set being at the beginning of the program for $62,500. The grant can only be deposited in a Puerto Rico based corporate bank account.

Of the total amount delivered, the company can spend, optional and if needed, up to $5,000 in indirect costs and miscellaneous expenses and up to $5,000 in housing expenses. The requirements of expenses are specified in section 15.4.

15.2 Conditions for Delivery of the Grant
The conditions for Parallel18 to deliver the grant shall be as follows:

  1. Sign the parallel18 Grant Agreement in a satisfactory manner.
  2. Delivery of the original documentation that declares the participants’ legal status as anindividual and as a company.
  3. Successfully comply with the required criteria for the midpoint evaluation (secondinstallment).
  4. Maintain good standing status throughout the program duration.
  5. Parallel18 reserves the right to verify that the technical and legal information declared isvalid and, in the event that any serious unconformity is found, in addition to suspending the delivery of the grant or early termination of the project, it will, if applicable, prosecute civil complaints or report criminal activities to authorities against the possible configuration of any actionable actions under Puerto Rico and federal law.

15.3 Suspension of Payments

Continuity in the delivery of funds shall be subject to the evaluation made by parallel18 of the project’s progress and to budgetary availability of funds.

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 payments temporarily or permanently if it finds that the project is not being carried out in a satisfactory manner or that the beneficiary 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 grant. In this case, it may accept expenses associated with activities undertaken up to the date of communication of said order.

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

15.4 Accounts and Expenses Eligible for Financing
Costs associated with development of the project may be included in the following accounts:

a. Human Resources:
Includes the salaries or fees of technical and/or professional personnel directly associated with project activities who are legally authorized to work in the United States of America, including the entrepreneurial salary that participants may receive in accordance with what is specified in the legislation in force.

b. Operating Expenses:
Direct spending associated with project execution, such as: administrative support staff, material office lease costs, national and international fares, medical insurance for participants, issuance of guarantees, product development, visits to potential clients and / or providers, activities relating to the promotion and publicizing of the product / service, processing of visas for participants, and internet services.

c. Capital Expenses:
Refers to the purchase of durable goods (property, plant and equipment assets) necessary for the strategic implementation and achievement of the expected results of the project after a written notice has been given to Program and formerly approved.

15.5 Expenses Not Eligible for Financing
With the funds provided by Parallel18 for the project, the following items are not eligible for financing:

  1. Salaries for personnel that is not legally authorized to work in the United States of America
  2. Investments in capital markets, such as buying shares, time deposits in domestic or foreign currency, mutual funds, debts (principal plus interest) or dividends.
  3. Taxes recoverable by the beneficiary, taking into account its legal status and applicable tax rules.
  4. Acquisition of properties not related to the execution of the Project.
  5. Airfare for persons not directly involved in the Project.
  6. Alcohol purchases
  7. Leisure expenses.
  8. Any other expenses not directly related to the Project.

15.6 Account Reporting
For purposes of account reporting, a pecuniary or cash contribution will be defined as the expenditure of funds due to project execution. In other words, the use of pre-existing facilities, infrastructure, or human resources of the contributor does not correspond to this concept.

Expenditures charged to Parallel18’s grant must be reported based on actual costs, at the price actually paid, duly supported with reliable documents that verify the amount in USA (United States of America) currency at the time of the expense.

Notwithstanding the latter, Parallel18 will verify that the amount claimed as a contribution to the project is consistent with the objectives and activities reported.

Expenses incurred in the name of the beneficiary and executors (other participants) that are designated in the application will be accepted. Costs of a Limited Liability Company or a Corporation whose owner is the beneficiary, or of a company in which the beneficiary has a shareholding of at least 30% (thirty percent), will be accepted, as long as said company:

  1. Is legally incorporated in Puerto Rico, and
  2. Does not present initiation of activities related to the project for a period exceeding 5months prior to the date of application to the Program.

These circumstances will be verified by Parallel18, for which purpose the beneficiary must submit, within 10 days prior to the first expenditure expected to be paid by the company or partnership, the following documents:

  1. Simple photocopy of the articles of incorporation and amendments thereto.
  2. Certificate of good standing issued by the competent authority, which must be no morethan 90 days old on the date of filing.

15.7 Prepaid Expenses

Expenses incurred in the execution of the project from the date of communication of the approval decision may be accepted, as applicable, at the risk of the beneficiary. Therefore, the lack of formalization of the Grant Agreement will not result in either compensation or reimbursement.

15.8 Monitoring and Reporting

Parallel18 holds the authority to track the activities of the beneficiary, of the other participants and of third parties hired, without any prior notice. To this end, in the case of hiring activities with third parties, the power of monitoring and control shall be recorded in the contracts entered into by the beneficiary with such entities, with the beneficiary being responsible for breach of its obligations in the event of omission, and if difficulties arise from it for conducting the monitoring duties detailed above. Nevertheless, Parallel18 does not assume co-management or co-execution of the project, with project execution remaining the sole responsibility of the beneficiary.

The beneficiary must comply with the calendar of monitoring meetings provided by his or her startup executive, 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 the Grant Agreement, the beneficiary is responsible for the delivery of a final use of funds and expenses report made within 2 weeks after the expiration date of the term for project execution. This term may be extended at the request of the beneficiary and subject to the approval of Parallel18. If the expense report is not presented in the stipulated time; a re-payment process might begin.

Notwithstanding the latter and in accordance with the nature of the project, the Grant Agreement may provide for the delivery of progress reports, the number and timing of which will be determined by Parallel18 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 Parallel18, upon a founded request by the beneficiary, or of its 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 Grant Agreement being necessary in this case.

Parallel18 shall approve or provide comments to the progress reports and extraordinary reports within a term of 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 Beneficiary must comply with such a request within the 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 beneficiary within a period of 5 days from receipt of the report, establishing a term not exceeding 5 days from receipt of the notification to complete the submission of the report.

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 beneficiary

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 beneficiary, for reasons not attributable to the lack of diligence of the beneficiary, 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 beneficiary, 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 leaders participation in the Program, duly qualified by Parallel18.

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

The beneficiary must deliver a final use of funds report, within a reasonable period to be set out in the notification of early termination, which shall not exceed 30 days from the complete processing of the same. The beneficiary shall return the balance from the grant that has not been justified as actual and eligible company expenses, and shall renounce to all balances that have not been paid by Program.

16.2 Early termination of the project by deed or act attributable to the beneficiary

Parallel18 may put an early end to the project if the beneficiary 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 thecontributions 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 thatcompany 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 beneficiary, duly qualified by the 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 beneficiary will not be able to pay the contribution that is his or her responsibility, for reasons attributable to a lack of diligence by the beneficiary, 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 beneficiary’s lack of diligence in carrying out theiractivities related to the project and/ or to the beneficiary’s participation in the Program, duly qualified by Parallel18.

In this case, the recipient must repay the entire grant received, expressed in on the date for which parallel18 informed the early termination of the project through a written notice. The refund will be made within FIFTEEN (15) days of the notice of early termination to the beneficiary. Parallel18 shall make effective the guarantee deposit constituted only if the beneficiary does not make restitution within the agreed-upon deadline.

17. WARRANTIES

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.
  2. The participants represent that the information provided by them to Parallel18 during the application and contracting phases is accurate and complete. 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 award the grant Contract to 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 and the Puerto Rico Science Technology and Research Trust may have by contract or by law.

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 grant shall be construed as establishing or creating an employer/employee relationship with parallel18.

Parallel18 shall not be responsible for any loss, accident, damage or injury suffered by the participants, arising during or as a result of the grant, including travel, 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 the Puerto Rico Science Technology and Research Trust 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 and, if selected, contract, regardless of whether such representations and warranties are explicitly incorporated here in or are referred to in any attached Appendices.

21. ASSIGNMENT

The participants shall not assign, transfer, pledge or make any other disposition of the Contract or any part thereof, or any of their rights, claims or obligations under the Contract except with the prior written consent of Parallel18.

22. QUESTIONS OR CONSULTATIONS

Questions may be addressed in English or Spanish to the following e-mail address: cobi@parallel18.com.

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