Rise Connect Terms and Conditions
Welcome to Rise Connect, a global, virtual FinTech network! Rise Connect is open to founders and executive leadership teams that are driving a cutting edge FinTech startup that leverages emerging technologies to enable and support the future of banking and financial services! We encourage you to dive into our community of FinTech founders and executives to expand your industry network and knowledge. This document lists the terms and conditions (the “T&Cs”) of participation in the various products, events, and access associated with Rise Connect.
As a member of the Rise Connect community, you will have access to a direct point of contact at Barclays, exclusive access to a directory of Rise Connect Members, and exclusive access to Rise Connect publications, events, and presentations. We are excited to have you on board!
By joining Rise Connect, a service of Rise, created by Barclays, your entity (the “Member”) hereby acknowledge and agree to these T&Cs, on behalf of the entity as well as your personnel, with Barclays Execution Services Limited (hereinafter “Barclays”), and agree to comply with these T&Cs during the course of the Membership in consideration for exclusive access and other benefits mentioned above.
1. Membership General Terms
1.1 Barclays shall, when appropriate and available in Barclays’ discretion, provide Member with certain benefits including access to member events, programming, presentations, member directories, and written correspondence.
1.2 The Member agrees that if the Member fails to comply with any of the T&Cs, Barclays may terminate the Member’s, and any Member personnel’s participation in the Membership in accordance with these T&Cs. Barclays retains the right to terminate Member’s participation in the Membership at any time for any reason, at its sole discretion. The Member may terminate their, or any or all of their personnel’s participation in the Membership at any time by providing Barclays with written notice thereof.
1.3 As a condition of acceptance into the Membership, the individual agreeing to these T&Cs acknowledges that they are authorized to contract on behalf of Member.
1.4 Member may nominate certain personnel to participate in the Membership on Member’s behalf. Such nominated personnel (“your personnel” or “Member personnel”) must be your officers, employees and/or sub-contractors and Member must ensure that their participation in the Membership is consistent with Member’s rights and obligations within these T&Cs. In relation to Member personnel, Member shall (i) procure that they each comply with all obligations and restrictions which apply to you under the T&Cs (including any policies, guidelines, instructions and directions that Barclays team provides from time to time), and (ii) be fully responsible for all acts or omissions of such Member personnel during the course of their participation in the Membership.
1.5 Barclays makes no guarantees that participation in the Membership will lead to any particular outcome. Barclays disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
1.6 These T&Cs shall commence upon the completion of both of the following conditions: (1) the acceptance of the T&Cs by Member entity and (2) Barclays notification to Member entity it has been accepted into Rise Connect. Membership shall continue until either party terminates Member’s Membership as set forth in these T&Cs, or Barclays terminates the Rise Connect program.
2. Privacy and Data Protection
2.1 Barclays will process your personal data in accordance with the Barclays Chief Technology Office – Group Innovation Privacy Policy (“Privacy Policy”). Member agrees they have read and understood this Privacy Policy.
2.2 The Member also agrees to allow, and must ensure that the Member personnel are made aware by you with requisite consent obtained (as necessary in accordance with applicable data privacy legislation and regulations) for, Barclays to distribute the Member’s, and Member’s personnel’s name and contact information with other members of Rise Connect. The Member may withdraw its consent at any time and in such circumstances, Barclays will take reasonable steps to removal Member information from publication and online sources. However, Member accepts that it will not always be possible to do so.
2.3 From time to time, Barclays will send the Member and, Member Personnel (where details have been provided in respect of Member Personnel), communications regarding Barclays and other participants of Rise Connect in the furtherance of the Membership. Members and Members Personnel may opt out of receiving these at any time by either using the unsubscribe link provided in communications or by contacting Risemembership@barclays.com .
3. Confidentiality
3.1 Confidential information should not be shared with any party in the scope of the Membership. However, if either the Member or Barclays (jointly hereinafter referred to as “the Parties”) exchange Confidential Information, as defined below, the following terms will apply. A Receiving Party will treat and safeguard all Confidential Information of a Disclosing Party (“Receiving Party” and “Disclosing Party” as defined below) as secret and confidential and will not, without Disclosing Party's written consent, (a) directly or indirectly communicate or disclose to any third party (whether in writing or orally or in any other manner) or (b) use (other than to fulfill its obligations or exercise its rights under these T&Cs) Disclosing Party’s Confidential Information.
3.2 Confidential Information does not include information the Receiving Party can demonstrate: (a) is or was publicly available other than as a result of an unauthorized act/omission by the Receiving Party, its employee(s), Affiliate(s), agents or subcontractors, (b) was known to it before receipt in connection with the Membership, free from any obligation to keep it confidential, (c) was obtained by the Receiving Party from a third party who was not bound by confidentiality obligations with respect to such information; or (d) was independently developed by the Receiving Party other than in connection with the Membership, without the aid of any personnel who have or had access to the Disclosing Party’s Confidential Information.
3.3 Clause 3.1 shall not apply to the extent that:
(a) Confidential Information is required to be disclosed pursuant to any law, subpoena or other legal compulsion or by any regulator or stock exchange, provided that Receiving Party, where reasonably practicable and legally permissible, provides Disclosing Party with prior written notice of the required disclosure, discloses no more of Disclosing Party’s Confidential Information than is reasonably necessary, and cooperates with any action Disclosing Party takes to seek a protective order or other appropriate remedy;
(b) Receiving Party needs to disclose Disclosing Party’s Confidential Information to any of its Related Parties in order to fulfill its obligations or exercise its rights under this Agreement, provided however, that in each case, Receiving Party shall ensure that every person to whom such disclosure is made uses such Confidential Information solely for such purposes and is bound by obligations of confidentiality that are materially no less restrictive than those set forth in this clause 3 and is liable for any unauthorized use or disclosure by its Related Parties;
3.4 Barclays may require the Member to enter into a data sharing agreement on Barclays’ form that, among other things, provides more specificity with respect to restrictions on use of certain data.
3.5 Member acknowledges and agrees that the Confidentiality provisions under these T&Cs solely refers to the Confidential Information shared with Barclays as part of this Membership, and does not extend to information shared with non-Barclays employees. To the extent Member personnel interacts with non-Barclays employees (i.e. other members, professionals delivering presentations, industry mentors, etc.) in the course of this Membership, it is solely the responsibility of the Member to protect its Confidential Information.
4. Marks and Intellectual Property
4.1 Barclays hereby grants to Member, and Member hereby accepts on behalf of itself and Member Personnel, a non-exclusive, non-transferable, revocable and royalty-free, non-sub-licensable license to use the name, trademark, service mark, logo, domain name, website or other identifier of Barclays or any of its Affiliates (the “Barclays Marks”) solely in compliance with all guidelines included in the Rise Connect Social Media Smart Pack, including in any press releases, references to investors, publicity releases, interviews, promotional, marketing or fundraising materials (public or private), public announcements, or advertising. Any uses of Barclays Marks not set forth and allowable in the Rise Connect Social Media Smart Pack must be approved by Barclays, in writing, in each instance and in Barclays’ sole discretion.
4.2 All Intellectual Property Rights (or “IPR” as both are defined below) belonging to a party prior to Membership will continue to be owned by that party. If applicable, usage and ownership of any jointly developed IPR between Member and Barclays shall be separately agreed in writing.
4.3 For the purposes of (i) allowing Barclays to market and promote Rise and/or Rise Connect internally and externally; and (ii) any other communications, documentation or promotional materials reasonably required by Barclays in the course of marketing Rise and/or Rise Connect, the Member hereby grants to Barclays and its Affiliates a worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable license, to use its name, trade marks (whether registered or unregistered), trade names, branding and/or logos.
4.4 In the event that during the Membership Barclays films or records the Member’s participation, which it shall only do (i) in support of the Membership or (ii) for Barclays’ internal and/or external marketing and promotion activities (“Membership Filming”), Member consents on its behalf and on the behalf of Member personnel, to Barclays filming Member’s involvement in the Membership, and to Barclays using the Membership Filming for such purposes. All Membership Filming is IPR owned by Barclays, and Member on its and Member personnel’s behalf shall waive any rights they have to Membership Filming. The Member shall cooperate with all reasonable requests of Barclay regarding any marketing and promotional activities regarding the Member’s involvement in the Membership.
5. Liability and Warranties/Disclamer
5.1 Neither party limits or excludes its liability (i) in respect of any fraud, gross negligence or willful misconduct by it or its employees or personnel, and in the case of the Member and the Member’s Company, by Company Personnel; (ii) for death or personal injury caused by its negligence; (iii) for breach of clause 2, 3, or 4; or (iv) to the extent such limitation or exclusion is not permitted by law.
5.2 Subject to the prior paragraph, neither Member nor Barclays and its Affiliates will be liable for any indirect, special, incidental, consequential, punitive or other damages arising from the Membership or the Member’s participation in the Membership. Barclays and its affiliates are not responsible for any lost profits, lost revenues, lost business opportunities, or any other losses arising from the Membership or Member’s participation in the Membership. Barclays and its Affiliates will not be liable for unlawful action of third parties or problems caused by others.
5.3 Member warrants and represents that:
(a) Member and Member’s personnel will remain in compliance with all applicable laws, including compliance with all applicable Data Protection Legislation;
(b) Barclays' receipt and use of any materials, information, data or Intellectual Property Rights disclosed to it by Member will not infringe any Intellectual Property Rights (or moral rights) of any third party.
5.4 Member shall at all times whether during or after termination of the Membership, indemnify and keep Barclays indemnified against all losses, including any liability or expenses arising from claims, suits, judgments, litigation cost and attorneys’ fees, suffered by, incurred by or awarded against Barclays howsoever caused, arising out of or in relation to (i) any suit, claim or action arising from or related to the Membership, (ii) any violation of these T&Cs, and (iii) any infringement or alleged infringement of any Intellectual Property Rights of any third party as a result of Barclays' receipt or its use or possession of any Intellectual Property Rights (including the Company’s IPR) provided or otherwise made available to Barclays or its Affiliates by the Member; whether or not such losses were foreseeable upon commencement of the Membership.
5.5 Any comments, views or opinions expressed by any Barclays personnel involved in the Membership do not necessarily reflect the official opinion of Barclays. Neither Barclays nor any person acting on its behalf may be held responsible for the use by the Member of any of information, guidance, advice, comments or opinions given during the course of the Membership.
5.6 Neither Barclays nor any of its Affiliates makes any warranty, representation, or undertaking, express or implied, arising out of course of dealing or usage of trade, as to the Membership or any information or materials provided (in writing or otherwise) in connection with the membership including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement.
5.7 The Member’s participation in the Membership, nor any advice given by Barclays or any of its Affiliates or any of their Related Parties to the Member shall establish a fiduciary relationship or joint enterprise with the Member.
5.8 Subject to clause 5.1 and other than liability covered by clause 6.1, the maximum aggregate liability of each party shall in respect of each default be limited to one-hundred thousand dollars ($100,000).
6. Anti-Bribery
6.1 Member understands that Barclays is committed to complying with all anti-bribery laws and regulations to which Barclays is subject, including the Bribery Act and the FCPA. Member represents and warrants that it, nor any of its Associated Persons have taken or will take any action that might cause Barclays to violate either the Bribery Act or the FCPA.
6.2 Member represents and warrants that Member and Member has implemented and must at all times maintain adequate procedures designed to comply with its obligations under clause 6.1 above.
6.3 Member shall keep appropriate up to date books, accounts, and records that accurately reflect its transactions relating to the Agreement. Such books, accounts and records shall be retained for a period of not less than six years after their creation.
6.4 Breach of any of the provisions in this section is a material breach for the purpose of these T&Cs (Termination) and, without limitation to any other right, relief or remedy, entitles Barclays to terminate these T&Cs immediately.
7. Agreement General Clauses
7.1 Termination These T&Cs and Member’s Membership may be terminated by Barclays at any time, in its sole discretion, by giving the Member written notice.
7.2 The Member may terminate their Membership at any time by giving Barclays written notice.
7.3 Immediately following delivery of written notice to terminate the Member’s Membership by either of the Parties, the consents to use certain IPR listed in Clauses 4.1 and 4.4 of these terms shall terminate immediately.
7.4 Modification of Terms: Barclays may, from time to time, modify these Terms and Conditions. Barclays will notify Member of any modifications to the Terms and Conditions, and the Member consents to receive notices regarding changes to these terms via email. Unless indicated otherwise, modifications will be effective as of the date they are posted. Continued Member participation in the Membership after the effective date of any modification of the T&Cs shall be deemed the Member acknowledging and agreeing to the modified terms.
7.5 Third Party Rights: Nothing in these T&Cs creates any right enforceable by a third party.
7.6 Assignment and Transfer: Member shall not be entitled to assign, transfer, subcontract or otherwise deal with its rights and obligations arising under or in connection with these T&Cs without Barclays’ prior written consent. Barclays shall have the right to assign or novate any or all of its rights and obligations under these T&Cs in whole or in part to any of its Affiliates or to the successor to the whole or a part of Barclays’ business. All references in these T&Cs to Barclays shall be construed as including any affiliate or successor to which such rights or obligations (or both, as applicable) are assigned or novated.
7.7 Notices: All notices and consents to be given to a party under these T&Cs shall be in writing, in English and shall be marked for the attention of the person, and delivered by hand, commercial expedited courier service, sent by, sent by delivered by hand or prepaid registered post: a) to Barclays to the attention of the Head of Commercial, Innovation & Technology Legal, Barclays, 745 Seventh Avenue, New York, NY 10019 and to the Member at the address provided upon the Member’s registration.
7.8 Cumulative Rights: Except as expressly stated in these terms, the rights of each party under these terms are cumulative and not exclusive of rights or remedies provided by law save to the extent that such rights are inconsistent with those rights as expressly set out herein.
7.9 Completeness: These T&Cs (together with all other documents referenced in these T&Cs or to be entered into pursuant to it) sets out the entire agreement and understanding between the parties, and supersedes all proposals and prior agreements, arrangements and understandings between the parties, relating to its subject matter. Member acknowledges that in entering into these T&Cs it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in these T&Cs and the documents referred to in it) made by or on behalf of any other party prior to entering into these T&Cs.
7.10 Governing Law and Jurisdiction: These Terms, and all disputes, claims, controversies, disagreements, actions and proceedings arising out of or in connection with them (including any non-contractual disputes or claims) shall be governed by and construed in accordance with English law and all proceedings relating to these Terms shall be submitted to the exclusive jurisdiction of the English courts.
7.11 Survival: Clauses 2, 3, 4, 5, 7, and any provision of the T&Cs that contemplates performance, application or observance subsequent to termination or expiration of this T&Cs shall survive and continue to be enforceable after the end of the Membership and/or the expiry or termination of the T&Cs.
7.12 Non-Disparagement: The Member shall ensure that neither they, nor any Company Personnel of the Member’s Company shall take any action or make any omission that would be reasonably expected to embarrass or disparage Barclays or otherwise brings Barclays into disrepute.
8. Definitions
1 In these T&Cs, unless otherwise stated or unless the context otherwise requires, (i) each capitalized term will have the meaning set forth in this clause 9; (ii) the words “other,” “includes,” “including,” “for example,” and “in particular” do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible; and (iii) words importing a gender include every gender, references to the singular include the plural and vice versa and words denoting persons include individuals and bodies corporate, partnerships, unincorporated associations and other bodies (in each case, wherever resident and for whatever purpose) and vice versa.
“Affiliate” means, any person or entity Controlling, controlled by or under common Control with such party, including any entity that qualifies as an “Affiliate” after the commencement of the T&Cs.
“Agreement” means the Membership Details, the clauses set forth in these Terms and Conditions, and all other documents attached or referred to herein or otherwise, all as amended from time to time.
“Applicable Anti-Bribery Law” means any bribery, fraud, kickback, or other similar anti-corruption law or regulation to which Company or its Associated Persons, as applicable, is subject. Where relevant this may include the Bribery Act and the FCPA.
“Associated Person” means in relation to any entity, a person who (by reference to all the relevant circumstances) performs services for or on behalf of that entity in any capacity and including employees, agents, subsidiaries, representatives and subcontractors.
“Barclays Confidential Information” means any information obtained by the Member in connection with these T&Cs or their participation in the Membership that relates to any past, present or future (a) business activities, products and/or developments of Barclays or any of its affiliates and/or its and their (b) employees, customers, counterparties, third party suppliers and/or contractors (other than Company), including all intellectual property owned by Barclays and/or any of its affiliates or any such third party supplier/contractor, personal data of any customer of Barclays and any of its affiliates, these T&Cs, and any information relating to the applicable entity’s or person’s plans, pricing, methodologies, processes, financial data, Intellectual Property Rights, research, systems, programs, and/or information technology.
“Confidential Information” means (a) in relation to Barclays, Barclays Confidential Information, and (b) in relation to the Member’s Company, Company Confidential Information, in each case, whether in oral, tangible or documented form.
“Company Personnel” means all employees, officers, contractors, consultants, agency staff and other individuals employed or engaged by or on behalf of the Company, including but not limited to those set out in the Membership Details.
“Control” means the power, direct or indirect, to direct or cause the direction of the management and policies of an entity whether by contract, ownership of shares, membership of the board of directors, agreement or otherwise. The terms Controlling and Controlled shall have a corresponding meaning.
“Data Protection Legislation” means (a) the Gramm Leach Bliley Act of 1999, 15 U.S.C. §§ 6801-6809 (1999), and all regulations promulgated thereunder, (b) (subject to paragraph (c)) the EU Data Protection Directive 95/46/EC, the EU Directive on Privacy and Electronic Communications 2002/58/EC, European Commission decisions and guidance and all national implementing laws (including the UK Data Protection Act 1998), (c) with effect from its coming into force and repeal of the EU Data Protection Directive 95/46/EC, the EU General Data Protection Regulation 2016/679 and (d) all other applicable laws, regulations and regulatory guidance relating to data protection and privacy in any jurisdiction in which these T&Cs are performed, the relevant data subject is located, or the relevant personal data is processed, stored or used.
“Disclosing Party” means, in relation to any Confidential Information, the party to whom such Confidential Information belongs.
“Intellectual Property Rights”, or “IPR” means patents, trademarks, service marks, logos, trade names and business names, copyright (including future copyright), designs, database rights, rights in and to Confidential Information (including know how, business methods, data and trade secrets) and all other intellectual property rights, in each case subsisting or pending (and including any unpublished applications for the same) at any time in any part of the world.
“Material(s)” means any document, information, software, data, output or other material (in whatever form) and any IPR in the same.
“Member Confidential Information” means (a) Member proprietary information, software code and/or technology created by or for Member prior to and/or independent of these T&Cs and/or this Membership and/or (b) proprietary information, software code and technology owned by a third party and provided by Company to Barclays, in each case that (i) is designated in writing as Company’s confidential information or (ii) Barclays knows or reasonably ought to know is confidential.
“Membership” means a Member’s participation in Rise Connect.
“Receiving Party” means the party to these T&Cs that obtained, learned or acquired the Confidential Information of another party to these T&Cs, in connection with these T&Cs.
“Related Party” means any director, officer, employee, agent, professional adviser (including legal counsel, auditors, insurers and accountants), contractor, subcontractor or any Affiliate of either party to these T&Cs.
“Rise Connect Members” means Member and other participants in Rise Connect, individually, or collectively.
“Term” has the meaning set out in the Membership Details.