menta ACCELERATE TERMS & CONDITIONS
These Terms and Conditions ("Terms") govern participation in the menta ACCELERATE Program ("the Program"), established by Menta, designed to support eligible ticketing platforms in implementing, activating and optimizing official, compliant, end-to-end resale infrastructure.
Contracting Entity and Definitions. These Terms are entered into by and between the Participant and Menta Group Corp., a Delaware corporation ("Menta", "we", "us", or "our"). For purposes of these Terms: (a) "User Data" means any data, content or information relating to end-users, ticket buyers, sellers or event attendees that is provided, directly or indirectly, to Menta by the Participant in connection with the Program; and (b) "Anonymized and Aggregated Data" means data originally derived from User Data or the Participant's systems that has been de-identified so that it cannot reasonably be used to identify any individual or the Participant and has been aggregated with other data. (c) "Applicable Laws" means all relevant laws, regulations, and standards in the Participant's operating regions, including but not limited to data protection laws like GDPR (for EU), CCPA (for US), and anti-corruption laws such as the FCPA or UK Bribery Act.
By applying to or participating in the Program, the applicant ("the Platform", "the Participant", "the Company") agrees to these Terms.
1. Nature of the Program
1.1 The Program is an industry support initiative with a total annual allocation of USD $1,000,000, intended to accelerate the adoption of integrated resale among qualified platforms.
1.2 The Program is not a promotion, giveaway, discount, or guaranteed grant. It is a selective, milestone-based support framework.
1.3 The Program may provide a combination of:
- financial support
- engineering and technical resources
- activation and operational support
- optimisation and performance guidance
- strategic or advisory services
Support may vary by participant and is determined solely by Menta.
1.4 No element of the Program guarantees cash payments, minimum support amounts, or admission into the Program.
1.5 Program Term and Survival: Participation in the Program shall not exceed eighteen (18) months from the date of acceptance, unless otherwise agreed in a separate written agreement between the parties. However, the provisions that by their nature should survive shall survive the expiration or termination.
1.6 No Legal, Tax or Financial Advice; No Securities Offering: The Program and any communications are for general informational purposes only.
1.7 No Equity or Investment: This is support for integration, not an investment.
2. Eligibility & Application
2.1 All platforms must complete the official application form to be considered.
2.2 Submission of an application does not guarantee acceptance.
2.3 Eligibility is assessed based on: commercial readiness, engineering capacity, alignment with integrated resale strategy, projected market impact, internal commitment level, operational feasibility, timing alignment, overall fit, and compliance with Applicable Laws.
2.4 Menta retains the exclusive right to accept or reject any application at its sole discretion.
2.5 Business Use Only: The Participant represents they are a legal entity acting for business purposes.
2.6 Anti-Bribery Warranty: By applying, you confirm your company complies with anti-corruption laws.
3. Support Allocation
3.1 Support packages are determined individually. On-site support is optional and by mutual agreement. '24/7 support' refers to automated system monitoring; direct engineering is on a commercially reasonable efforts basis.
3.2 Support amounts may be: lower than maximum communicated, non-financial, a mix of resources/cash, conditional on milestones, phased, or discontinued.
3.3 Menta is under no obligation to allocate any specific amount.
3.4 The Program's total allocation may be expanded, reduced, paused, or restructured by Menta at any time.
3.5 Taxes: The Participant is solely responsible for determining and paying any applicable taxes.
3.6 Legal and Regulatory Compliance: The Participant is solely responsible for complying with all applicable laws (GDPR, consumer protection, etc.).
3.7 Program Fees: Menta does not charge a separate participation fee for the Program itself.
4. Milestones & Release Schedule
4.1 Support may be provided in progressive stages aligned to: Integration completion, Activation performance, Operational readiness, Resale channel performance metrics, Optimisation milestones.
4.2 Milestone definitions standards:
(a) Specific Criteria: SMART, Objective, Quantifiable, In Writing, Verifiable.
(b) Examples: "End-to-end resale transaction flow processed without critical errors".
4.3 Consequences of Failure to Meet Milestones: May result in delayed disbursement, adjustment to support levels, pause of participation, or removal from the Program.
4.4 Menta may request evidence or data to verify milestone completion.
4.5 Disbursement Timing: No obligation to disburse until milestones are verified.
5. No Guaranteed Funding
5.1 Participation does not entitle the Platform to guaranteed financial allocation.
5.2 Financial support may be denied if criteria are not met.
5.3 Cash allocations may be lower than expected, limited to specific expenses, attach-restricted, or recoverable under breach.
6. Conditional Support & Reimbursement
6.1 Nature of Support: Strategic allocation of resources, not a loan or equity investment.
6.2 Early Withdrawal and Material Breach: If Participant withdraws early or is terminated for Material Breach, Menta may require reimbursement of cash funds and fair market value of engineering hours ($250/hour max).
6.3 Good Faith Exception: Reimbursement does not apply if termination is due to technical incompatibility determined by Menta or force majeure.
6.4 Records: Participant shall maintain accurate books and records.
7. Program Variability
7.1 Each package is customised.
7.2 Menta reserves the right to modify the support model at any time.
7.3 No participant has the right to compare packages.
7.4 Transparency: Changes will be explained in writing.
8. Participant Responsibilities
The Participant must: collaborate actively; allocate necessary internal resources; implement required workflows; maintain minimum operational standards; provide accurate data; comply with security/compliance requirements; comply with laws; and represent they are not engaged in "scalping".
9. Exclusivity & Commercial Commitment
9.1 Exclusive Integrated Resale Partner: Menta will be the Participant's exclusive provider of official/white-label secondary marketplace for tickets for up to five (5) years from Go-Live.
9.2 Non-Compete: Participant shall not develop or license competing third-party resale solutions or build proprietary in-house resale backends that circumvent Menta.
9.3 Exception for Menta Breach: Exclusivity does not apply if Participant terminates due to Menta's uncured material breach.
10. Indemnification
10.1 Participant Indemnity: Participant shall indemnify Menta against claims arising from: breach of Terms, misuse of Program, violation of laws, disputes with third parties, or IP infringement by User Data.
10.2 Indemnification Procedure: Menta will notify Participant and permit control of defense (subject to consent for settlements).
11. No Liability for Business Outcomes
11.1 Menta does not guarantee specific commercial outcomes (volume, revenue, etc.).
11.2 Participants assume full responsibility for business performance.
11.3 Disclaimer of Warranties: Provided "AS IS".
11.4 Limitation of Liability: No liability for indirect/consequential damages.
11.5 Aggregate Cap: Liability limited to greater of USD 10,000 or total amounts paid by Participant to Menta in preceding 12 months.
12. Modification, Suspension & Termination
12.1 Menta may modify or terminate the Program at any time.
12.2 Participation may be revoked for breach, misleading info, or failure to meet milestones.
12.4 Material Breach: Includes violation of Terms, misuse of funds, violation of laws, etc.
12.5 Effects of Termination: Rights cease, use of infrastructure must stop, Confidential Information returned/destroyed.
13. Confidentiality
13.1 Confidential Information: Non-public business/technical info.
13.2 Use and Disclosure: Only for Program purposes; no disclosure to third parties (except bound advisors/employees).
13.3 Publicity: Menta may identify Participant as a partner.
13.4 Survival: 5 years (trade secrets/source code indefinitely).
14. Intellectual Property
14.1 Ownership: Menta retains all IP rights to its technology and materials.
14.2 Data Usage Rights: Participant owns User Data but grants Menta license to use Anonymized/Aggregated Data for improvement/benchmarking.
14.3 Limited License: Menta grants limited license to use UI/APIs for evaluation/integration only.
15. No Partnership or Equity
Participation does not create a partnership, agency, or equity relationship.
16. Governing Law & Dispute Resolution
16.1 Governing Law: Delaware, USA.
16.2 Arbitration: Resolved by ICC Arbitration (Miami, FL; English language; 3 arbitrators).
16.4 Class Action Waiver: Individual basis only.
16.5 Equitable Relief: Menta may seek injunctive relief in court for IP/confidentiality (Venue: Wilmington, Delaware).
17. Severability
Unenforceable provisions will be limited/eliminated to minimum extent necessary.
18. Modification of Terms
30 days notice for material changes.
19. Entire Agreement
These Terms constitute the entire agreement regarding the Program.
20. Acceptance
By applying/participating, Platform agrees to Terms.
21. Assignment
Participant may not assign without consent. Menta may assign to affiliates or in M&A.
22. Force Majeure
Neither party liable for delays caused by events beyond reasonable control (acts of God, etc.).
23. Miscellaneous
Notices in writing/email. No waiver. No third-party beneficiaries.