Terms of Service for Neurodivergent Founders Incubator
Effective Date: October 5, 2013. (visionmachinestudios.com)
Jan 1, 2026. (visionmachineincubator.com)
These Terms of Service ("Terms") govern the relationship between Neurodivergent Founders Incubator ("Incubator," "we," "us," or "our") and the participating start-up ("Start-up," "you," or "your") in our incubator program designed to support start-ups led by neurodivergent individuals. By applying to, participating in, or otherwise engaging with the Incubator program, you agree to be bound by these Terms. If you do not agree, you may not participate.The Incubator is a program aimed at fostering innovation among neurodivergent-led start-ups by providing access to resources, equipment, mentorship, and networking opportunities. In exchange for participation, the Incubator receives a 10% equity stake in your Start-up.
1. Definitions
- Neurodivergent Individuals: Refers to persons with neurological differences, including but not limited to autism, ADHD, dyslexia, dyspraxia, and other similar conditions.
- Start-up: A business entity led by at least one neurodivergent founder who holds a significant leadership role (e.g., CEO, CTO, or equivalent) and is in the early stages of development.
- Program: The incubator program offered by us, including access to equipment, facilities, mentorship, workshops, and other support services.
- Equipment: All tools, machinery, software, hardware, and other resources provided by the Incubator for use during the Program.
- Equity Stake: A 10% ownership interest in the Start-up, granted to the Incubator upon acceptance into the Program.
2. Eligibility and Application
- To be eligible, your Start-up must be led by at least one neurodivergent individual in a key leadership position. You must provide documentation or self-attestation of neurodivergence upon request, respecting privacy laws.
- Applications are reviewed on a rolling basis. Acceptance is at our sole discretion based on criteria such as innovation potential, feasibility, alignment with our mission, and neurodivergent leadership.
- Upon acceptance, you must execute an Equity Agreement granting us a 10% non-dilutable equity stake in your Start-up. This stake vests immediately and is in consideration for Program participation. No cash investment is provided by the Incubator.
3. Program Services
- Access to Equipment and Facilities: We provide access to Equipment owned and maintained by the Incubator. You may use the Equipment solely for Start-up-related activities during the Program term. All Equipment remains our property, and you are responsible for its proper use and care. Any damage due to negligence or misuse will be reimbursed by you.
- Mentorship and Support: We offer mentorship from industry experts, workshops on business development, neurodivergent-friendly accommodations (e.g., flexible scheduling, sensory-adjusted environments), networking events, and introductions to potential investors.
- Duration: The Program typically lasts [Insert Duration, e.g., 6-12 months], subject to extension or early termination as outlined below.
- No Guarantee of Success: Participation does not guarantee funding, partnerships, or commercial success. All services are provided "as is" without warranties.
4. Equity and Financial Terms
- In exchange for Program participation, you grant us a 10% equity stake in your Start-up. This includes:
- Common stock or equivalent ownership interest.
- Rights to dividends, voting (proportional to stake), and participation in exits (e.g., acquisitions, IPOs).
- The equity is subject to standard anti-dilution protections for the Incubator.
- You agree to provide us with regular updates on your Start-up's financials, cap table, and major decisions affecting equity.
- No additional fees are charged for Program participation, but you are responsible for your own expenses (e.g., travel, personal equipment).
5. Intellectual Property
- Your IP: You retain ownership of all intellectual property ("IP") developed by your Start-up before or during the Program, subject to the equity stake.
- Incubator IP: Any IP developed by us (e.g., templates, tools, or advice) remains our property. You are granted a limited, non-exclusive license to use it during the Program for Start-up purposes only.
- Collaborative IP: If IP is jointly developed with Incubator personnel, ownership will be negotiated in good faith, with us receiving at least a royalty-free license.
- You agree not to infringe on third-party IP while using our Equipment or facilities.
6. Confidentiality
- Both parties agree to keep confidential any non-public information disclosed during the Program, including business plans, trade secrets, and personal data related to neurodivergence.
- Confidentiality obligations survive Program termination for [Insert Period, e.g., 5 years].
- Exceptions include information that is publicly known, independently developed, or required by law to disclose.
7. Representations and Warranties
- You represent that:
- Your Start-up is duly organized and in good standing.
- You have authority to enter these Terms and grant the equity stake.
- Participation complies with all laws, including those related to disabilities and accommodations.
- You will not use the Program for illegal purposes.
- We represent that we will provide services in a professional manner and comply with applicable laws.
8. Liability and Indemnification
- Limitation of Liability: To the fullest extent permitted by law, neither party shall be liable for indirect, consequential, or punitive damages arising from these Terms or the Program. Our total liability is limited to [Insert Amount, e.g., the value of services provided].
- Indemnification: You agree to indemnify us against claims arising from your misuse of Equipment, IP infringement, or violation of these Terms. We agree to indemnify you against claims arising from our gross negligence.
- Insurance: You must maintain adequate insurance for your Start-up activities, including liability coverage for Equipment use.
9. Termination
- By Mutual Agreement: Either party may terminate with written notice.
- For Cause: We may terminate if you breach these Terms (e.g., misuse of Equipment, failure to grant equity, or unethical conduct). You may terminate if we materially fail to provide services.
- Effects of Termination: Upon termination, access to Equipment and services ends immediately. The equity stake remains vested. Confidentiality and IP obligations survive.
- Post-termination, you must return or destroy all Incubator materials.
10. Dispute Resolution
- Any disputes arising from these Terms shall be resolved through good-faith negotiation, followed by mediation if necessary. If unresolved, binding arbitration in [Insert Location, e.g., the state of incorporation] under [Insert Rules, e.g., AAA rules].
- The prevailing party in any dispute shall be entitled to reasonable attorneys' fees.
11. Governing Law
- These Terms are governed by the laws of [Insert Jurisdiction, e.g., the State of California, USA], without regard to conflict of laws principles.
12. Miscellaneous
- Amendments: These Terms may be amended by us with notice; continued participation constitutes acceptance.
- Severability: If any provision is invalid, the remainder remains enforceable.
- No Waiver: Failure to enforce a right does not waive it.
- Assignment: You may not assign these Terms without our consent; we may assign freely.
- Entire Agreement: These Terms, along with the Equity Agreement, constitute the full understanding.
- Notices: All notices must be in writing via email or certified mail to the addresses provided.
- Force Majeure: Neither party is liable for delays due to events beyond control (e.g., natural disasters).
- Neurodivergent Accommodations: We commit to reasonable accommodations to support neurodivergent participants, in compliance with laws like the ADA.
By participating in the Program, you acknowledge that you have read, understood, and agree to these Terms.
For questions, contact:
Neurodivergent Founders Incubator
VISION MACHINE STUDIOS LLC
10010 Pharlap Dr. Cupertino CA 95014
visionmachinestudios@gmil.com