Stateless Incubator Terms & Conditions
These Terms and Conditions (“Terms”) govern the Stateless Group Ltd. (“Stateless” or “Stateless Group”) Incubator Program (“Program”). The Program is open to residents of the United States (“Applicants”) who at the time of participation, selection and fulfillment:
(a) have reached the legal age of majority in their state of residence;
(b) are not an employee, representative or agent (or domiciled with any such person, whether related or not) of the Organizer, its associated and affiliated entities, advertising/promotion agencies or any other individual(s), entity or entities involved in the development, production, implementation, administration, judging or fulfillment of the Program (collectively with the Partner Co-Hosts, the “Program Parties”); and
(c) have the unencumbered authority to:
i. participate in the Program on behalf of a US based business; and
ii. legally bind, without limitation, the business to these Terms and to any other required documentation as contemplated in these Terms.
For the purposes of the Program, “Organizer” refers to Stateless and any Partner Co-Hosts it may have.
For the purposes of the Program a “Finalist” will be a group of applicants that Organizer determined to have the highest score based off of its Selection Criteria (collectively, “Finalists”). The Selection Criteria has been attached to these Terms and Conditions as Exhibit A. “Selected Applicants” will be selected from the group of Finalists and are the Applicants selected to work with Stateless and use it as the Selected Applicant’s incubator. There may be more than one Selected Applicant, and in such an event, they will be collectively referred to as “Selected Applicants.”
IMPORTANT NOTES
Organizer reserves the right, in its sole and absolute discretion at any time, to require proof of identity and/or eligibility (in a form deemed to be acceptable to Organizer) for the purposes of verifying eligibility to participate in the Program. Failure to provide such proof to the complete satisfaction of Organizer within the timeline specified by Organizer may result in disqualification in the sole and absolute discretion of Organizer.
Organizer reserves the right to reassign Applicants to different categories and to decline to offer a prize in a category if they decide that the Applicant pool is insufficient.
Organizer reserves the right, in its sole and absolute discretion at any time, to disqualify any Applicant if Organizer determines that allowing such Applicant to participate in (or continue to participate in) the Program could bring Organizer into public disrepute or in any way impact the good standing or reputation of Organizer in the eyes of the general public. Organizer’s decisions on all matters arising in this regard shall be final and binding without right of appeal.
To be eligible, an application must be submitted by an Applicant through the website in accordance with the on-screen instructions and prompts on the website. Applications will not be accepted by any other means. The Organizer encourages each Applicant to carefully review the website for more details regarding the submission process for the Program. To access the Organizer’s website, please visit: statelessgroup.com/incubator.
There is a limit of one (1) application per Applicant and per Company.
If it is determined by Organizer (using any type of evidence or other pieces of information made available to, or otherwise discovered by Organizer) that any Applicant has attempted to use any means not in keeping with the Organizer’s interpretation of the letter and/or spirit of these Terms to enter or otherwise participate in or to disrupt the Program; then such Applicant may be disqualified from participating in the Program in the sole and absolute discretion of the Organizer.
Information submitted in this application will be shared for adjudication and research purposes only. The Organizer may share information from Applications with the Partner Co-Hosts to help decide the finalists.
If a finalist, the applicant may be asked to provide additional information and to verify details in the application. If a finalist or winner, the applicant agrees to participate in media outreach if requested.
All applicants will qualify to receive a discount on Smile.io’s services. Applicants can install Smile on their Shopify website account for free. Once installed, they should contact the Smile team at help@smile.io and indicate that they would like the “Smile x Stateless” 15% off quarterly or 20% off annual discount, and the Smile team will send the applicable offer to their account.
AGREEMENT TO BE LEGALLY BOUND BY TERMS
By participating in the Program, Applicant (on his/her own behalf and on behalf of the business/product/service) is signifying agreement to be legally bound by these Terms.
GENERAL CONDITIONS
The Program is subject to all applicable federal, state, and municipal laws.
The decisions of Organizer with respect to all aspects of the Program are final and binding on all participants without right of appeal.
ANYONE DEEMED BY THE ORGANIZER TO BE IN VIOLATION OF ORGANIZER’S INTERPRETATION OF THE LETTER AND/OR SPIRIT OF THESE TERMS FOR ANY REASON IS SUBJECT TO DISQUALIFICATION IN THE SOLE AND ABSOLUTE DISCRETION OF THE ORGANIZER AT ANY TIME.
The Organizer will not be liable for:
(a) any failure of any website or any platform;
(b) any technical malfunction or other problems of any nature whatsoever, including, without limitation, those relating to the telephone network or lines, computer on-line systems, servers, access providers, computer equipment or software;
(c) the failure of any materials, link (and, if applicable, password) and/or other information to be received, captured or recorded for any reason whatsoever, including, but not limited to, technical problems, data or security breaches, and traffic congestion on the internet or at any website;
(d) any injury or damage to any individual’s and/or entity’s computer(s) or other device(s) related to or resulting from participating in the Program; and/or
(e) any combination of the above.
Organizer reserves the right, in its sole and absolute discretion, to require proof (in a form acceptable to Organizer):
(a) for the purposes of verifying the eligibility and/or legitimacy of any materials and/or other information entered (or purportedly entered) for the purposes of participating in the Program; and/or
(b) for any other reason Organizer deems necessary, in its sole and absolute discretion, for the purposes of administering the Program in accordance with Organizer’s interpretation of the letter and spirit of these Terms. Failure to provide such proof to the complete satisfaction of Organizer within the timeline specified by Organizer may result in disqualification in the sole and absolute discretion of Organizer. The sole determinant of the time for the purposes of the Program will be the official time keeping device(s) used by Organizer.
As part of the selection process, Stateless and Pursuit Lending (“Pursuit”) will ask for financial information in order to determine whether or not applicants will be able to qualify for a loan or if they have other means of funding.
Organizer reserves the right to withdraw, amend or suspend the Program (or to amend these Terms) in any way, in the event of any cause beyond the reasonable control of Organizer that interferes with the proper conduct of the Program as contemplated by these Terms, including, without limitation, any error, problem, computer virus, bugs, tampering, unauthorized intervention, fraud or failure of any kind whatsoever.
Any attempt to undermine the legitimate operation of the Program in any way (as determined by Organizer in its sole and absolute discretion) may be a violation of criminal and/or civil laws and should such an attempt be made, Organizer reserves the right to seek remedies and damages to the fullest extent permitted by law.
Organizer reserves the right to cancel, amend or suspend the Program, or to amend these Terms, in any way without prior notice or obligation, in the event of any accident, printing, administrative, or other error of any kind, or for any other reason whatsoever.
By participating in the Program, each Applicant (on her own behalf and on behalf of her business, company, and/or product) expressly consents to Organizer, its agents and/or representatives, storing, sharing and using any personal information submitted for the purpose of administering the Program or other purposes. This section does not limit any other consent(s) that an individual or entity may provide or have provided to Organizer or others in relation to the collection, use and/or disclosure of personal information.
Organizer reserve the right to adjust any of the dates, timeframes and/or other mechanics stipulated in these Terms, to the extent deemed necessary by Organizer, for purposes of verifying compliance by any participant, materials and/or other information with these Terms, or as a result of any technical or other problems, or in light of any other circumstances which, in the opinion of Organizer, in its sole and absolute discretion, affect the proper administration of the Program as contemplated in these Terms, or for any other reason.
The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms shall otherwise remain in effect and shall be construed in accordance with the terms as if the invalid or illegal provision were not contained herein.
To the fullest extent permitted by applicable law, all issues and questions concerning the construction, validity, interpretation and enforceability of these Terms or the rights and obligations of participants and Organizer in connection with the Program will be governed by and construed in accordance with the laws of the State of New York and the federal laws of the United States applicable therein, without giving effect to any choice of law or conflict of law Terms or provisions that would cause the application of any other jurisdiction’s laws. The parties hereby consent to the exclusive jurisdiction and venue of the courts located in the State of New York in any action to enforce (or otherwise relating to) these Terms or relating to the Program.
TERMS FOR SELECTED APPLICANTS
Selected Applicants are required to work with the incubator structure and timeline to the best of their ability. Organizer is not looking for or expecting full-time commitments from Selected Applicants at this stage. However, Selected Applicants will need to be responsive and are expected to contribute as much time as they can to leading the product, brand, marketing, and business development decision making.
Selected Applicants are required to contract with Stateless, Inc. for its product, brand, and production management services. For more information about the Stateless Incubator Program Agreement please visit: statelessgroup.com/incubator. Selected Applicants are also required to contract with Fifty Six for its website and marketing services. For more information about Fifty Six please visit their website at: https://www.fiftysixny.com. The Statement of Work for both Stateless, Inc. and Fifty Six will be based on the specific needs of the Selected Applicants. Selected Applicants acknowledge that the exact Statement of Work is to be determined.
Payment for the services provided to the Selected Applicant by Stateless, Inc. and Fifty Six will be made through royalties. The royalties will be a combination of:
1. A percentage of bulk purchase orders; and
2. A percentage of product retail price.
The exact royalty terms and percentages will be negotiated between Selected Applicant and Stateless, Inc. and Fifty Six, respectively.
Selected Applicant is not required to contract with Organizaer’s preferred vendors (each a “Vendor, collectively “Vendors”). However, should Selected Applicant contract with Vendors the contract may be paid through additional royalties. Moreover, should Selected Applicant may receive special discounts from Vendors..
Selected Applicant is required to use and work with Squareshot for any product shots. The Selected Applicant will receive up to 45 shots from Squareshot free of charge. Selected Applicant is also required to use the Smile.io Pro Plan for a period of at least 12 months. The first 12 months will be free of charge, with the start date of such subscription to be negotiated.
Any contract made with a Vendor will be made and negotiated directly and individually with such Vendor. There is no bargaining link between the Vendors.
Brand Mentorship and Neiman Marcus Group meetings are free of charge for Selected Applicant.
Stateless Group will have the rights to showcase Selected Applicants as part of its brand portfolio without limitation.
Stateless Group shall receive a minimum of 12% equity in each Selected Applicant. The exact percentage shall be negotiated and determined upon the Selected Applicant’s specific needs and the ultimate contributions made by Stateless.
Pursuit Loans
Selected Brands are encouraged, but not required to obtain a Small Business Administration (SBA) loan from Pursuit. Should Select Brands choose not obtain an SBA loan it will not impact their participation in the Program.
In order to qualify for a loan from Pursuit, Selected Applicant companies must be incorporated in New York, New Jersey, or Pennsylvania. Should Selected Applicant have incorporated in a different state, Organizer will help Selected Applicant navigate the process of transferring place of incorporation. Applicant need not live or reside in New York, New Jersey, or Pennsylvania, nor does the Applicant need to ship their product from these states.
The Small Business Administration mandates that any real estate owned by Selected Applicant will be pledged as collateral on the SBA loan.
Most lenders will require a minimum of 15% of the overall financing need to be sourced from capital, but the more capital there is, the stronger the application and higher chances of approval. Capital should not come from a loan, it should come from savings or family/friends or donations.
Should Selected Applicant obtain an SBA loan, it will take roughly 3 months to process the loans from Pursuit. During this time, Selected Applicants will be responsible for hiring their own legal counsel for contract negotiations, incorporation fees, and any other expenses related to their businesses not covered by the services Stateless has specified. After receiving their loans, Selected Applicants will be responsible for larger expenses such as materials, bulk production, photo/video production, ad spend, and non-discounted/advanced vendor service fees.
Exhibit A
Judging Criteria
1. Business Description — Details of the business and what it does
How well was the concept explained?
How reasonable, sustainable, and scalable is the new concept?
How clear is the need for the brand/products?
How clear is the humanitarian mission of the brand?
2. Market Analysis — Characteristics of the market and description of its customers
Is there a genuine need for the product or service?
How well was the target market defined?
What is the size and growth of the market?
What is the consumers' willingness to pay for the product?
3. Product or Service Analysis — The specifics of the product
Is the description clear?
Is the product feasible?
How easily can it be duplicated?
Is there a presence of potential substitutes for the product?
4. Competition — Identify current and potential competitors
Have the current and potential competitors, competitive response, and analysis of strengths and weaknesses been adequately defined?
5. Marketing Strategy — How sales will be achieved
Does the applicant have unique and smart ideas for how to obtain customers?
6. Operations — How the product or service will be produced and delivered.
What is the likelihood of securing resources required for production?
Is there an ability to operate competitively and grow?
7. Management — An assessment of the entrepreneur(s) and team
Does the team exhibit the experience and skills required for operation?
What is the depth and breadth of the team's capabilities?
Does the team demonstrate the ability to grow with the organization and attract new talent?
8. Finances — An overview of the required resources and economics of the venture.
How compelling is the business model?
Have the resources required for the venture been addressed?
Are there prospects for long-term profitability?