These Hatch Terms & Conditions (these “Terms”) contain the terms and conditions that govern your participation in the Hatch Program (the “Program”) and are an agreement between DigitalOcean, LLC. (“DigitalOcean,” “we,” “us,” or “our”) and you or the company or entity you represent (“you,” or “your”). These Terms include any additional terms that may apply to specific aspects of the Program as well as the terms and conditions set out in the existing DigitalOcean Terms of Service Agreement between you and DigitalOcean, or other agreement with us governing your use of our services (the “DigitalOcean Terms of Agreement”). If these Terms are inconsistent with the terms and conditions contained or referenced in your DigitalOcean Terms of Agreement, the terms and conditions contained or referenced in your DigitalOcean Terms of Agreement will control. These Terms take effect when you check the box presented with these Terms or when you first receive any Program benefits, whichever is earlier. If you are an individual acting on your own behalf, you represent to us that you are lawfully able to enter into contracts, and if you are entering into these Terms for a company or entity, such as the company you work for, you represent to us that you have legal authority to bind that company or entity.
1.1 Joining the Program. Your participation in the Program is conditioned on your acceptance of and compliance with these Terms and the terms applicable to specific Program benefits, as well as your compliance with the Program website. To join the Program, you must be or represent a “startup” company, accept or execute a DigitalOcean Terms of Agreement, submit a complete Program application through digitalocean.com/hatch/ (the “DigitalOcean Hatch Site”), and be accepted by DigitalOcean into the Program. DigitalOcean will communicate primarily with you through the your email account established at application. You must create a valid DigitalOcean account before you can submit an application to join the Program. Submitting an application through the DigitalOcean Hatch Site does not constitute admission into the Program, and DigitalOcean may accept or reject any Program application, in its sole discretion and for any reason. For the avoidance of doubt, participation in this Program does not authorize you, in any manner, to resell or sublicense our products/services or the products/services of any third party. You acknowledge and agree that you will not use the Program for the mining of cryptocurrency (e.g. bitcoin mining) or otherwise misuse system resources, such as, by employing programs that consume excessive network capacity, CPU cycles, or disk IO. You further acknowledge and agree that DigitalOcean owns and retains all right, title and interest in and to, any DigitalOcean products, services and/or technology, including without limitation all intellectual property thereto. DigitalOcean reserves all rights not expressly granted in these Terms.
1.2 Program Benefits. If you are accepted into the Program, you may receive certain benefits from time-to-time as determined in DigitalOcean’s sole discretion and as described on the DigitalOcean Hatch Site. You will be deemed to have accepted any additional terms and conditions, as applicable, before receiving these Program benefits. All Program benefits you receive are personal to you (i.e., you individually if you are acting on your own behalf, or the company or entity you represent). You may not sell, license, rent, or otherwise transfer any Program benefits. Notwithstanding anything to the contrary, any credit under the Program benefits extended to you shall (i) end one year from DigitalOcean’s acceptance of you into the Program (the “Credit Expiration”); and (ii) to the extent not utilized by you by the Credit Expiration, shall be forfeited by you. In the event of a change in the Program benefits, DigitalOcean will communicate the change on the DigitalOcean Hatch Site and may require you to agree to an amendment to or an entirely new version of these Terms. As a Hatch Program participant, you are provided a fixed amount of credits per month (“Credit Amount”) by DigitalOcean. If you surpass the Credit Amount, DigitalOcean reserves the right to charge you any and all overages incurred above the original Credit Amount. If you were admitted to the Hatch program prior to October 1, 2020, and you surpass the Credit Amount and use over $21,000.00 worth of credits in a month (“Credit Threshold”), a breach of the Hatch Program Terms will have occurred and Section 1.6.4 Termination for Cause will apply. If you are admitted to the Hatch program on or after October 1, 2020, and you surpass the Credit Amount and use over $8,400.00 worth of credits in a month (“Credit Threshold”), a breach of the Hatch Program Terms will have occurred and Section 1.6.4 Termination for Cause will apply.
1.3 Third-Party Offers. As part of your participation in the Program, you may have access to offers made available by third parties to members of the Program, which may include discounts on software products or other third party content. If you choose to participate in a third-party offer through the Program, you consent to DigitalOcean’s disclosure of any information you provide to us in connection with the Program, including your name, email address and contact information, to the third party making such offer available. The third party offering or selling third party content will be the seller of record for such third party content, and may specify separate terms and conditions and privacy policies for the use of its third party content. DigitalOcean is not a party to the transaction between you and any third party who makes third party content available to you, and if there are separate terms for the third party content, DigitalOcean will not be a party to those terms. DigitalOcean IS NOT RESPONSIBLE FOR THIRD PARTY CONTENT AND HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF ITEMS ADVERTISED, THE TRUTH OR ACCURACY OF THIRD PARTY CONTENT OR LISTINGS, OR THE ABILITY OF SELLERS TO OFFER THE THIRD PARTY CONTENT.
1.4 Program Administration. DigitalOcean will administer the Program and related Program benefits through the DigitalOcean Hatch Site, other affiliated DigitalOcean web sites, and Program communications. DigitalOcean will communicate with you primarily through the DigitalOcean Hatch Site. DigitalOcean may also use your information provided by you on the DigitalOcean Hatch Site to contact you for matters relating to the Program and/or these Terms. We may from time-to-time send you email, call you, or otherwise contact you about the Program or DigitalOcean products and services, including information about events and training opportunities, invitations to participate in surveys and research opportunities, promotional offers, and other information supporting your efforts to develop solutions using DigitalOcean services.
1.5 Program Changes. We may change or discontinue the Program or any aspect of it, including these Terms (as set forth in Section 10) at any time in our sole discretion (with or without prior notice to you), including without limitation, changing or discontinuing any benefits offered under the Program. We may update the DigitalOcean Hatch Site or send you an email using the email address provided to us in your application for the Program to reflect any changes to the Program. Unless we state otherwise, any changes to the Program will become effective at the time we update the DigitalOcean Hatch Site with the change, or if we send you an email, as stated in the email message. You are responsible for checking the DigitalOcean Hatch Site regularly. You will be bound by DigitalOcean Hatch Site changes as of the date the changes are posted, but the changes will not apply retroactively.
1.6 Term and Termination.
1.6.1. Term. These Terms will take effect on the date that you accept these Terms by clicking the “I ACCEPT” button below, and will continue for twelve (12) months from that date, unless terminated earlier pursuant to Sections 1.6.2, 1.6.3 or 1.6.4 below (“Term”). At the conclusion of the Term, you may be eligible, such eligibility being determined at DigitalOcean’s sole and conclusive discretion, to continue to use some of the Program benefits as part of an extension of the Program.
1.6.2. Termination Without Cause. Either party may terminate these Terms and your participation in the Program at any time, without cause, by giving the other party notice of termination. Neither party will be responsible to the other for any costs or damages that are a direct result of this termination.
1.6.3. Termination For Cause - General. If either party breaches any provision of these Terms, and the cause for termination is curable, the non-breaching party will give 30 calendar days’ email or written notice and an opportunity to cure. If the cause for termination is not curable, termination will take effect immediately upon notice from the non-breaching party. DigitalOcean retains its other rights and remedies.
1.6.4. Immediate Termination. These Terms will immediately terminate without necessity of notice, if: A. You breach any of your obligations of confidentiality, your representations and warranties hereunder, or otherwise do not comply with Program eligibility or other Program requirements contained in these Terms, the DigitalOcean Hatch Site, or terms applicable to specific Program benefits, including using the Program or Program benefits for the mining of cryptocurrency or other misuse of system resources such as employing programs that consume excessive network capacity, CPU cycles, or disk IO; B. If you are an entity, you are acquired or otherwise make an assignment in contravention of Section 9.3; C. If you are an entity, you make an initial public offering or otherwise becomes a publicly traded company; D. The Program is discontinued; or E. You cease to do business in the normal course; admit in writing your inability to pay your debts as they become due; become or are declared insolvent or bankrupt; are the subject of any proceeding under any bankruptcy act, receivership statute or the like, as they now exist or as they may be amended, related to your liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within 60 calendar days, or make an assignment for the benefit of creditors.
1.6.5. Statutory Form. If DigitalOcean is required to use a statutory form, DigitalOcean reserves the right to either terminate or vary these Terms without the use of that form and without any liability to you.
1.6.6. Effect of Termination. In all events of termination, your access to both current and any further Program benefits will end immediately; you will immediately stop using any rights and benefits granted by these Terms and under the Program; any licenses granted by you or DigitalOcean arising from your participation in the Program will terminate; you will immediately cease use of all the Program benefits; and you will no longer identify yourself or hold yourself out as a Program participant.
1.6.7. Waiver of Rights and Obligations. To the extent necessary to implement the termination of these Terms, each party waives any right or obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate these Terms.
1.6.8. Survival. Sections 1.1(with respect to the restrictions, acknowledgements and reservations thereunder), 1.3, 1.6.6, 1.6.7, 1.6.8, 1.7, 1.8, 3, 4, 5, 6, 7, 8 and 9 will survive the expiration or termination of these Terms.
1.6.9 Fees. There is no initial fee to participate in the Program. Participation in certain optional Program benefits may require fees, which will be posted on the DigitalOcean Hatch Site. You agree to pay such fees if you participate in those Program benefits. All fees paid to DigitalOcean in connection with the Program will be non-refundable, including without limitation, if your participation in the Program is terminated for any reason by you or us. In addition, all use of DigitalOcean services beyond the scope or after expiration of any Program benefits, including without limitation all use exceeding the limits of any Program benefits, will be subject to the standard fees applicable to such DigitalOcean services.
1.6 Taxes. The amounts to be paid by you to DigitalOcean, if any, under the Program do not include any taxes and you are responsible for all of the taxes you are legally obligated to pay including paying to DigitalOcean any additional and applicable value added, goods and services, sales or use taxes or like taxes that are permitted to be collected from your by DigitalOcean under applicable law. If any taxes are required by law to be withheld on payments made by you to DigitalOcean, if any, you may deduct such taxes from the amount owed to DigitalOcean and pay the taxes to the appropriate taxing authority; provided however, that you shall promptly secure and deliver to DigitalOcean an official receipt for any such taxes withheld or other documents necessary to enable DigitalOcean to claim a tax credit. You will make certain that any taxes withheld are minimized to the extent possible under applicable law.
We may list your name, website, and other general contact information in a Program directory, in other similar resources, or on our website. You hereby grant us a nonexclusive, worldwide, royalty-free license to use your name, website, general contact information and any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier that you provide to us and any other content that you provide to us in connection with the Program (collectively, “Your Materials”) solely in connection with a Program directory, customer lists, commercial presentations, flyers, brochures, newsletters and similar resources. In addition to the foregoing, you grant to DigitalOcean the right to publish, use, reference, and display your name and other information, including but not limited to quotes, names, or pictures of, related to, and about you. You will obtain sufficient permissions from your employees and/or contractors whose quotes, names, pictures, and/or other materials DigitalOcean may use pursuant to this Section. We may make reasonable changes or alterations to Your Materials. DigitalOcean may, at its full sole discretion and election, provide you additional marketing and advertising exposure including but not limited (i) DigitalOcean’s marketing and promotion of and about you via social media channels, and (ii) the inclusion of your logo and information regarding you and/or your activities on the DigitalOcean Hatch Site or on other applicable DigitalOcean-affiliated websites. You grant to DigitalOcean any and all rights necessary for DigitalOcean to perform the actions described in the immediately preceding sentences. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. You may not use DigitalOcean’s stylized logo