SCRA MEMBERSHIP AGREEMENT
TERMS AND CONDITIONS

These SCRA Membership Agreement Terms and Conditions (“Terms and Conditions”) are incorporated into and made part of the Agreement (as defined in the Membership Agreement executed by the parties). Terms not defined herein shall have the definitions set forth in the Membership Agreement.

  1. About SCRA

    1. The South Carolina Research Authority (SCRA) was chartered in 1983 by the State of South Carolina as a public, non-profit organization enabled by South Carolina Code of Laws Title 13, Chapter 17, which defines its purpose, how it operates, and how it is governed. The mission of SCRA is to fuel South Carolina’s innovation economy by accelerating technology-enabled growth in research, academia, entrepreneurship, and industry. SCRA supports its stakeholders in key technology sectors, which include, but are not limited to: Advanced Materials/Manufacturing; Clean Tech, Sustainability, and Resilience; Life Sciences; and Information Technology.

  2. Benefits

    1. Grant Funding: The Member Company may apply for a variety of grants, each with its own eligibility and review criteria. SCRA may notify the Member Company of various grant opportunities from time to time. It is important to note that, while acceptance as an SCRA member company qualifies the Member Company for consideration for funding, it does not guarantee such funding. Eligibility and decisions for all grants are determined solely by SCRA.
    2. Coaching & Mentoring: The Member Company will be assigned a Relationship Manager (“RM”). The RM will use commercially reasonable efforts to align resources and funding opportunities with the Member Company’s needs, and to offer business experience, networking opportunities, and specialized resources to the Member Company.
    3. Member Benefit Program: The Member Company has access to SCRA’s Member Benefit Program, which provides wrap-around services through our Alliance Partners. Alliance Partners are selected from service providers and technology companies who are committed to helping Member Companies in areas such as legal, accounting, insurance/risk management, sales and marketing, cloud services, and CRM solutions, etc. through discounted and/or complimentary products and services. Should the Member Company avail itself of the Member Benefit Program services, it should reference its status as an SCRA member company to optimize benefits. SCRA webinars are also a source of information on a variety of topics, including intellectual property management, business planning, and pitching to investors. There is no obligation for the Member Company to use services provided by the Member Benefit Program, unless otherwise directed as a condition of a grant. Acceptance as a SCRA member company authorizes SCRA to share the Member Company’s contact and directory information, as well as its non-proprietary company executive summary, with Alliance Partners.
    4. Networking & Events: The Member Company may have opportunities to network and share ideas with each other through SCRA-hosted events, such as the SCRA Annual Summit. SCRA also sponsors events throughout the state with partners such as InnoVision, SCbio, SC Council on Competitiveness, SC Chamber of Commerce, and the SC Department of Commerce.
    5. Opportunity for Equity Investments by SCL, Inc: The Member Company may be eligible for equity investments by SC Launch, Inc. (“SCL, Inc.”) pursuant to terms and conditions determined by SCL, Inc.

  3. Expectations of Membership

    1. Reporting Requirements:
      1. Final Grant Report – The Grant Final Report Template is available on the SCRA website. This report is required and failure to submit the Final Grant Report within sixty (60) days after the end of the performance period may result in removal as an active SCRA Member Company. This Final Grant Report measures the Member Company’s performance in fulfilling the requirement(s) of the grant and will be referenced should the Member Company request additional funding..
      2. Annual Economic Impact Assessment – The Assessment measures the economic impact of SCRA and SCL Inc. on South Carolina’s economy in compliance with SCRA’s legislative reporting mandate. The information is aggregated and does not reveal individual company information. The Assessment must be submitted no later than (60) days after receipt for the Member Company to remain in good standing. Failure to submit the survey within the specific time frame may result in removal as an active SCRA Member Company.
      3. Annual Stakeholder Satisfaction Survey – This Survey provides the Member Company and other stakeholders an opportunity to provide feedback, which will be used by SCRA to improve the quality of its service and offerings. The Annual Stakeholder Satisfaction Survey must also be submitted no later than sixty (60) days after receipt to remain a Member Company in good standing.
      4. Information Rights – Without limiting the foregoing, Member Company shall promptly provide SCRA with any additional information that SCRA reasonably requests from time to time.
    2. Cross-Promotions: SCRA highlights successes of our member companies and project partners selected by SCRA in marketing and communications outlets. This may include our annual reports, news releases, reporter responses, website, social media content, etc.

      In turn, the Member Company and project partners may include SCRA when sharing stories of their success, including SCRA program acceptance and SCRA funding. Examples include member company news releases, reporter responses, website, and social media content. All media content that include SCRA must be sent to the SCRA Director of Marketing and Communications for approval before public release.

      When including SCRA in media communications, please adhere to the following branding style guidelines posted in our online media kit. [SCRA.org, Click on ‘News and Events’ in the header, Click on ‘Media Kit’]

      Contact SCRA Director of Marketing and Communications for more information.

  4. Term; Termination

    1. The Agreement shall commence on the Effective Date and continue until terminated in accordance with the terms of the Agreement. Either party may terminate the Agreement immediately for any reason, without penalty, by providing written notice to the other party. The provisions set forth in the following Sections, and any other right or obligation of the parties in the Agreement that, by its nature, should survive termination or expiration of the Agreement, will survive any expiration or termination of this Agreement: 4, 5, 6, 7, and 10-14

  5. Confidentiality

    1. Disclosure: The Parties acknowledge that, in the course of performance of this Agreement, one party (“Disclosing Party”) may find it necessary to disclose or permit access to certain non-public or proprietary information, including, without limitation, business information, technical information, financial information, sales and credit information, pricing, customer information, supplier information, products, services, equipment, software, internal practices, forecasts, business strategies, data, records, and intellectual property (“Confidential Information”) to the other party (“Receiving Party”) and its personnel. Disclosing Party’s disclosure of, or provision of access to, Confidential Information to Receiving Party’s personnel is solely for the purposes agreed under this Agreement.
    2. Confidential Treatment: Confidential Information disclosed to a Receiving Party shall be held in confidence by the Receiving Party and not disclosed to others or used except as expressly permitted under this Agreement or as expressly authorized in writing by the Disclosing Party. Each party will use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own information of like nature, but in no circumstances less than reasonable care.
    3. Allowances: Notwithstanding anything to the contrary in this Section 5, Confidential Information may be disclosed by: (a) a Receiving Party to those of its employees, agents, and consultants who require it in connection with their duties in performing such party’s obligations under this Agreement and who are contractually or legally obligated to hold such Confidential Information in confidence and restrict its use consistent with the Receiving Party’s obligations under this Agreement; (b) SCRA to its affiliates; (c) a Receiving Party to the Receiving Party’s auditors, outside counsel, accountants and other similar business advisors, or in connection with an actual or prospective sale or transfer of assets; and (d) a Receiving Party to the extent required by law, pursuant to a duly authorized subpoena, court order or government authority, provided that: (i) to the extent legally permitted, the Receiving Party provides the Disclosing Party with sufficient advance notice of such disclosure requirement or obligation to permit Disclosing Party to seek a protective order or other appropriate remedy protecting its Confidential Information from disclosure; and (ii) Receiving Party limits the release of the Confidential Information to the greatest extent possible under the circumstances.
    4. Exceptions: Obligations under this Section 5 shall not apply to information which: (a) was in the public domain or generally available to the public prior to receipt thereof by the Receiving Party from the Disclosing Party, or which subsequently becomes part of the public domain or generally available to the public before any wrongful act of the Receiving Party or an employee or agent of the Receiving Party; (b) was in the possession of the Receiving Party without breach of any obligation hereunder to the Disclosing Party prior to receipt from the Disclosing Party; (c) is later received by the Receiving Party from a third party, unless the Receiving Party knows or has reason to know of an obligation of secrecy of the third party to the Disclosing Party with respect to such information; (d) is developed by the Receiving Party independent of such information received from the Disclosing Party; or (e) has previously been disclosed by the Disclosing Party to third parties without obligation of secrecy.
    5. Remedies: If the Receiving Party or its personnel has disclosed, or is threatening to disclose, any Confidential Information in breach of this Agreement, the Disclosing Party shall be entitled to seek an injunction to prevent the Receiving Party personnel from disclosing Confidential Information, or to prevent the Receiving Party personnel from providing any services to any third party to whom such Confidential Information has been or may be disclosed. The Disclosing Party shall not be prohibited by this provision from pursuing other remedies, including a claim for losses or damages.

  6. Indemnification

    1. The Parties acknowledge and agree that SCRA does not control, evaluate or assume responsibility for the Member Company’s business or its associated business or operational risks, and would not have entered into this Agreement absent this allocation of risk. Accordingly, SCRA’s performance under this Agreement shall not be deemed an assumption of any such risks. The Member Company therefore agrees, to the maximum extent permitted by applicable law, to indemnify, defend and hold harmless SCRA, its affiliates, and its and their respective officers, directors, employees, agents, representatives, alliance partners, or other third parties acting on behalf of any of the foregoing (collectively, “Indemnified Parties”) from any and all loss, damage, fines or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings made or brought against the Indemnified Parties arising out of or relating to the conduct of the Member Company’s business, including without limitation the use by the Member Company of the Services or any benefits provided by SCRA under the Agreement.

  7. Disclaimer and Release; Limitation of Liability

    1. Disclaimer and Release: any SERVICES AND/OR BENEFITS provided OR MADE AVAILABLE by scra to the member company (INCLUDING WITHOUT LIMITATION THE MEMBER BENEFIT PROGRAM) ARE provided AS-IS, WHERE-IS, WITH NO WARRANTY WHATSOEVER. scra EXPRESSLY DISCLAIMS, AND the member company HEREBY EXPRESSLY WAIVES, ALL WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO SUCH SERVICES AND BENEFITS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OPERATION, UNINTERRUPTED ACCESS, QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE, SUITABILITY, AND ANY OTHER IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE.

      The Member Company acknowledges and agrees that any coaching, mentoring, guidance, recommendations, introductions, or other SERVICES provided by SCRA, its AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, employees, AGENTS, REPRESENTATIVES, ALLIANCE PARTNERS, OR OTHER THIRD PARTY ACTING ON BEHALF OF ANY OF THE FOREGOING (“released parties”) is offered solely for informational and educational purposes. The Member Company remains solely responsible for all business, financial, legal, operational, employment, tax, investment, and strategic decisions made by the Member Company. SCRA does not guarantee any specific outcome, funding, investment, business opportunity, partnership, revenue, growth, or other result arising from participation as a Member Company or from advice provided by ANY RELEASED PARTY. To the fullest extent permitted by law, the Member Company HEREBY releases and holds harmless the released parties from, and agrees that the released parties shall not have any liability for, any claims, losses, liabilities, damages, costs, or expenses, WHETHER ARISING IN CONTRACT, TORT, STATUTE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSSES ATTRIBUTABLE TO THE NEGLIGENCE OF ANY released party, arising out of or related to THIS AGREEMENT, THE SERVICES OR BENEFITS PROVIDED HEREUNDER, OR the Member Company’s reliance on or use of any coaching, mentoring, advice, referrals, services, or resources provided by ANY OF the released parties.

    2. Limitation of Liability: IN NO EVENT WILL SCRA OR ITS AFFILIATES BE LIABLE TO THE MEMBER COMPANY OR TO ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR ANY OTHER SIMILAR DAMAGES OR LOSSES FOR ANY CLAIM IN CONTRACT, EQUITY OR NEGLIGENCE OR OTHERWISE ARISING OUT OF OR RELATING TO THE SERVICES, THE BENEFITS PROVIDED UNDER THE AGREEMENT, OR THE AGREEMENT, EVEN IF SCRA OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      THE MEMBER COMPANY AGREES THAT EVEN IF A COURT OR ARBITRATION AUTHORITY DECIDES THAT SCRA’S BREACH OF THIS AGREEMENT OR SCRA’S NEGLIGENCE CAUSED OR ALLOWED ANY HARM OR DAMAGE (WHETHER PERSONAL INJURY, DEATH OR PROPERTY LOSS) TO THE MEMBER COMPANY OR ANY THIRD PARTY, THE MEMBER COMPANY AGREES THAT SCRA’S TOTAL LIABILITY SHALL BE LIMITED TO THE GREATER OF THE TOTAL FEES PAID BY THE MEMBER COMPANY TO SCRA UNDER THE AGREEMENT OR $500. THE MEMBER COMPANY FURTHER AGREES THAT THIS SHALL BE THE ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY OR PRODUCT LIABILITY) IS USED TO DETERMINE THAT SCRA WAS LIABLE FOR THE INJURY OR LOSS. THE MEMBER COMPANY ACKNOWLEDGES AND AGREES THAT IF SCRA WERE TO HAVE ANY LIABILITY GREATER THAN THE AMOUNTS DESCRIBED IN THE AGREEMENT, SCRA’S RISK OF LIABILITY WOULD BE TOO GREAT AND SCRA COULD NOT PROVIDE THE SERVICES OR BENEFITS TO THE MEMBER COMPANY. NO ACTION ARISING OUT OF THIS AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT BY OR ON BEHALF OF THE MEMBER COMPANY MORE THAN ONE YEAR AFTER THE DATE THE CAUSE OF ACTION HAS ACCRUED.

    3. THE MEMBER COMPANY EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE FOREGOING DISCLAIMER, RELEASE, AND LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DEEMED UNCONSCIONABLE.

  8. Assignment, Successors

    1. No right or license under the Agreement may be assigned or transferred by the Member Company, nor may any duty be delegated by the Member Company without SCRA’s prior written consent. Any assignment, transfer or delegation in contradiction of this provision will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of the Member Company and SCRA.

  9. Force Majeure

    1. Notwithstanding any other provision of the Agreement, no party to the Agreement shall be deemed in default or breach of the Agreement or liable for any loss or damages or for any delay or failure in performance due to any cause beyond the reasonable control of, and without fault or negligence by, such party or its officers, directors, employees, agents or contractors. Without limiting the foregoing, the following shall constitute events of force majeure: acts of State or governmental action, riots, war, terrorism, strikes, lockouts, prolonged shortage of energy supplies, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning, explosion, any other acts of God or any third party, the failure of telecommunications equipment or other hardware, any third party software or any third party services.

  10. Governing Law; Forum

    1. This Agreement shall be governed by the laws of the State of South Carolina, excluding its principles of conflicts of laws. All disputes arising under this Agreement shall be brought solely in either the Court of Common Pleas, Richland County, South Carolina or the Federal District Court, Columbia Division, District of South Carolina, as permitted by law. The Court of Common Pleas, Richland County, South Carolina and the Federal District Court, Columbia Division, District of South Carolina shall each have jurisdiction over disputes under this Agreement. The Member Company consents to the personal jurisdiction of the above courts.

  11. Notices

    1. All notices required or permitted under the Agreement will be in writing and sent by certified mail, return receipt requested, or by reputable oversight courier, or by hand delivery to the addresses set forth in the Membership Agreement. Any notice sent in the manner sent forth above shall be deemed sufficiently given for all purposes hereunder (i) in the case of certified mail, on the second business day after deposited in the U.S. mail and (ii) in the case of overnight courier or hand delivery, upon delivery. Either party may change its notice address by giving written notice to the other party by the means specified in this Section.

  12. Independent Contractor

    1. SCRA is acting as an independent contractor in its capacity under the Agreement. Nothing contained in this Agreement or in the relationship of the Member Company and SCRA shall be deemed to constitute a partnership, joint venture, or any other relationship between the Customer and SCRA except as is limited by the terms of this Agreement.

  13. Entire Agreement; Amendments

    1. The Agreement, together with the exhibits thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. There are no restrictions, promises, warranties, covenants, or undertakings other than those expressly set forth herein and therein. The Agreement supersedes all prior negotiations, agreements, and undertakings between the parties with respect to such matter. SCRA reserves the right to modify these Terms and Conditions from time to time, by posting the modified terms and conditions on SCRA’s website. Any updated version of the Terms and Conditions shall become effective as of the publication date and will supersede all prior versions of the Terms and Conditions with respect to any access to or use of Services or benefits provided under the Agreement by the Member Company after such posting date. If the Member Company does not agree to such updated Terms and Conditions, the Member Company’s sole remedy is to terminate the Agreement. The Agreement prevails over any terms or conditions in any of the Member Company’s documentation or communications, including, but not limited to, any purchase order, general terms and conditions, or any other document or communication issued by or on behalf of the Member Company, regardless of whether or when submitted.

  14. Miscellaneous

    1. No provision of the Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or arbitrator by reason of such party having or being deemed to have structured or drafted such provision. The headings in the Agreement are for reference purposes only and shall not be deemed to have any substantive effect. If any provision of the Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, then the remaining provisions of the Agreement will remain in full force and effect. The failure of either party at any time to require performance by the other party of any provision of the Agreement shall not affect in any way the full right to require the performance at any subsequent time. The waiver by either party of a breach of any provision of the Agreement shall not be taken or held to be a waiver of the provision itself. Any course of performance shall not be deemed to amend or limit any provision of the Agreement.

SCRA is a public, non-profit corporation chartered in 1983 by the State of South Carolina.

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