Hatch Terms of Service

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. Program

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.

2. Publicity and Marketing

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 logos and/or trademarks, absent a separate agreement permitting you to do so.

3. Verifying Compliance.

You will keep accurate and adequate books and records relating to your (a) eligibility for the Program and (b) use of Program benefits until two years after these Terms expire or terminate. During this same period, an independent third party designated by DigitalOcean (“reviewer”) may review your records and facilities (including your data centers), at DigitalOcean’s expense, to verify your compliance with these Terms and the Program. The review will be subject to a confidentiality obligation. Verification will take place upon not less than 30 calendar days’ notice, during normal business hours and in a manner that does not interfere unreasonably with your operations. You must immediately correct any errors and omissions found during a review. If a review shows non-compliance with Program eligibility requirements or Program benefits terms and conditions, these Terms and your participation in the Program will terminate immediately, in accordance with the provisions of Section 1.6.4. If the reviewer makes any commercially reasonable recommendations to you on record keeping, you will implement the recommendations within a mutually agreeable timeframe. Exercising DigitalOcean’s rights under this Section 3 will not waive any other rights DigitalOcean may have to enforce these Terms or protect DigitalOcean’s intellectual property rights.

4. Warranties and Disclaimers.

4.1 Warranties. You represent and warrant that:

1. You have the full right and power to enter into and perform according to the terms of these Terms, and your performance will not violate any agreement or obligation between you and any third party;
2. At the time of your initial enrollment and at each annual renewal of your enrollment, if any, in the Program, you meet all Program eligibility requirements, and you will immediately notify DigitalOcean if and when you become ineligible to participate in the Program; and
3. You will not, except as otherwise explicitly agreed to between you and DigitalOcean, use any DigitalOcean products and/or services to provide any services to others (such as hosting, web agency, integration or outsourced development, etc.).
4. Your effort and resulting performance in the Program are under your sole control and is your sole responsibility. DigitalOcean does not warrant or guarantee your satisfaction with the Program or any results.

4.2 Disclaimers. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PROGRAM AND ANY BENEFITS OR OTHER MATERIALS THAT WE MAY OFFER THROUGH THE PROGRAM ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, AND YOU WILL BEAR THE ENTIRE RISK OF SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY AND EFFORT FOR THE PROGRAM AND/OR THE PROGRAM BENEFITS. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY BENEFITS OR OTHER MATERIALS THAT WE MAY OFFER THROUGH THE PROGRAM (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY CONDITION OR QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, SYSTEM INTEGRATION, TIMELINESS, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IF APPLICABLE LAW GIVES YOU ANY IMPLIED WARRANTIES, GUARANTEES OR CONDITIONS DESPITE THIS EXCLUSION, THOSE WARRANTIES WILL BE LIMITED TO THIRTY (30) DAYS FROM YOUR ACCEPTANCE OF THESE TERMS ANDYOUR REMEDIES WILL BE LIMITED BY THE SECTION OF THESE TERMS ENTITLED “LIMITATIONS AND EXCLUSIONS OF LIABILITY AND REMEDY” TO THE MAXIMUM EXTENT ALLOWABLE.

4.3 No Warranties for DigitalOcean Products/Services. You must not make any representation or warranty about any DigitalOcean products and/or services to any third party on DigitalOcean’s behalf or otherwise.

5. Indemnity.

You will defend, indemnify and hold DigitalOcean, its licensors, its affiliates, directors, employees and agents harmless from any claims (including, without limitation, reasonable attorney’s fees) arising in connection or related to (i) any representation, action or omission by you inconsistent with the terms of these Terms; (ii) your failure to perform as otherwise required under these Terms; (iii) your participation in the Program and/or (iv) acts or omissions (including those of your affiliates, employees, contractors and/or agents) relating to your performance under these Terms.

6. Limitations and Exclusions of Liability and Remedy.

NEITHER WE NOR ANY OF OUR AFFILIATES AND/OR LICENSERS WILL BE LIABLE TO YOU UNDER THESE TERMS AND/OR IN RELATION TO THE PROGRAM AND/OR ANY PROGRAM BENEFITS FOR ANY (I) LOSS (WHETHER DIRECT OR INDIRECT) OF DATA, PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, BUSINESS OR ANTICIPATED SAVINGS, OR DUE TO BUSINESS INTERRUPTION, OR GOODWILL, (II) INVESTMENTS, EXPENDITURES OR COMMITMENTS BY YOU RELATED TO THESE TERMS AND/OR THE PROGRAM, OR (III) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR DAMAGES. THE AGGREGATE LIABILITY OF US AND ANY OF OUR AFFILIATES AND/OR LICENSORS ARISING IN CONNECTION THESE TERMS AND/OR WITH THE PROGRAM WILL NOT EXCEED $100. SUCH LIABILITY IS REDUCED TO THE EXTENT THAT YOU OR YOUR AFFILIATES, EMPLOYEES, CONTRACTORS AND/OR AGENTS CAUSED OR CONTRIBUTED TO THE LOSS OR DAMAGE. THE ONLY REMEDY THAT YOU MAY HAVE FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS IS TO TERMINATE THESE TERMS. THE TERMS OF THIS SECTION 6 APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM (INCLUDING NEGLIGENCE). YOU CONFIRM THAT YOU ARE ENTERING THESE TERMS, AND ACQUIRING THE PROGRAM BENEFITS UNDER IT, FOR BUSINESS PURPOSES ONLY. YOU AGREE THAT THE PROVISIONS OF ANY CONSUMER PROTECTION LEGISLATION FOR THE RELEVANT JURISDICTION WILL NOT APPLY TO THE EXTENT THAT CONTRACTING OUT OF SUCH LEGISLATION IS PERMITTED BY LAW.

7. Proprietary Material.

7.1 Proprietary Material. “Proprietary Material” shall mean the Program, the DigitalOcean Hatch Site, any products and/or services of DigitalOcean and any related documentation and/or content thereto, including without limitation all parts, copies and modifications thereof, and any other information, in whatever form, received by you from DigitalOcean hereunder; provided, however, such information shall not be deemed Proprietary Material if it (a) is or becomes a part of the public domain through no act or omission of you; or (b) was in your lawful possession prior to the disclosure and had not been obtained by you from DigitalOcean; or © is lawfully disclosed to you by a third party without restriction on disclosure; or (d) is independently developed by you, without the use of any Proprietary Material of DigitalOcean.

7.2 Protection of Proprietary Material. You shall limit access to the Proprietary Material to your employees and agents whose responsibilities require such access, and you shall adopt reasonable measures to assure that your employees and agents will maintain confidentiality and make no disclosure of the Proprietary Material to other persons or legal entities. You agree to treat the Proprietary Material as a valuable asset of DigitalOcean and agree that the Proprietary Material shall not be used for any purpose other than in connection with the Program. In particular, but without limitation, you agree you will not develop a competing product based on any Proprietary Material, and you shall not alter, modify, adapt or reverse engineer any Proprietary Material including, without limitation, related documentation, whether by converting, translating, decompiling, disassembling, creating derivative works, or merging the Proprietary Material or any part thereof with any other software and/or materials. You shall not remove any copyright, proprietary rights or confidentiality notice included in or affixed to any Proprietary Material, and shall reproduce all such notices on any copies of Proprietary Material which you are authorized to make hereunder. You shall not copy any of the Proprietary Material without the prior written permission of DigitalOcean.

7.3 Nondisclosure. You agree, both during the Term of these Terms and for a period of seven years after termination or expiration of these Terms, to hold the Proprietary Material in strict confidence. You agree not to make any Proprietary Material available in any form to any third party or to use any Proprietary Material for any purpose other than the implementation of these Terms. You agree to take all reasonable steps to ensure that Proprietary Material is not disclosed or distributed by your employees, contractors or agents in violation of the provisions of these Terms, and without limitation, to enter into appropriate written agreements with its employees, contractors and agents to prevent the unauthorized use, disclosure or copying of Proprietary Material. You shall be responsible for any use or disclosure of Proprietary Material by any of your affiliates, employees, contractors and/or agents, and shall protect the disclosed Proprietary Material by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized dissemination or publication of the Proprietary Material as you use to protect your own confidential information.

7.4 Return of Proprietary Material. Within five days after the termination or expiration of these Terms for any reason, you shall return all Proprietary Material provided to you hereunder to DigitalOcean, and all copies thereof in your possession, custody or control, and shall destroy or render unusable all other Proprietary Material and copies thereof which for any reason cannot be delivered to DigitalOcean. In such event, an executive officer of you shall certify in writing to DigitalOcean that all Proprietary Material of DigitalOcean has been returned or destroyed, and you shall certify that use of the Proprietary Material has been discontinued by you.

8. Ownership.

The Proprietary Material, the DigitalOcean Hatch Site and any aspects of the Program are owned by DigitalOcean and are protected by intellectual property laws, including without limitation patent, copyright, trade secret, trademark and international conventions. All rights in and to all forms of intellectual property, including without limitation, patents, copyrights, trademarks and trade secrets, in the Proprietary Material, the DigitalOcean Hatch Site and any aspects of the Program are and shall remain exclusively with DigitalOcean. No title to or ownership of the Proprietary Material, the DigitalOcean Hatch Site and any aspects of the Program is transferred to you.

9. General.

9.1 Entire Agreement. The terms and conditions of these Terms and the DigitalOcean Hatch Site, together with terms applicable to specific Program benefits, form the entire agreement between DigitalOcean and you concerning the Program. They replace all prior agreements and communications between you and DigitalOcean or its affiliates relating to the Program. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision.

9.2 Compliance With Laws. You will, at your own expense, obtain all necessary government approvals and comply with all applicable local laws and regulations necessary for your performance under these Terms.

9.3 Assignment. The availability of Program Benefits under the Program is personal to you, and you may not assign these Terms or any rights or obligations under it, by operation of law or otherwise, except to an entity approved in writing by DigitalOcean, in its sole discretion, and that:

1. itself meets the Program startup eligibility requirements, and
2. assumes these Terms in its entirety; and then only if and when you:
3. provide sixty (60) days prior written notice of the assignment to DigitalOcean, and
4. update your Program profile on the DigitalOcean Hatch Site with the new entity’s information.

Your assignment will not relieve you of your obligations under these Terms. Any attempted assignment in contravention of this Section is void.

9.4 Relationship Between the Parties. You are an independent contractor for all purposes regarding these Terms and its provisions. At no time do you have the power to (a) bind DigitalOcean, (b) vary any terms, conditions, warranties, or covenants made by DigitalOcean, or © create or purport to create in favor of any person any rights that DigitalOcean has not previously authorized in writing. Neither these Terms, nor any of its provisions, will be construed as creating a partnership (as that term is used in applicable partnership laws to designate a legal partnership entity), joint venture, agency, or franchise relationship or any fiduciary duty between you and DigitalOcean.

9.5 Language. The parties agree that these Terms, and any associated Program documentation, be written and accepted in English.

9.6 Severability. If a court holds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and be construed to give effect to the stricken clause to the maximum extent possible.

9.7 Waiver. Any delay or failure to exercise a right or remedy will not result in a waiver of that right or remedy. Any waiver of any breach of these Terms must be in writing and signed by an authorized representative of the waiving party, and no such waiver will be a waiver of any other breach.

9.8 No Representations. DigitalOcean has not made any representation to you about the Program or Program benefits on which you have relied in deciding to acquire them or to enter into these Terms or participate in the Program. You warrant that you have relied on your own skill and judgment or that of your advisers in relation to these matters. However, neither party limits or excludes liability for fraudulent misrepresentations.

9.9 Order of Precedence. If there is any direct inconsistency between these Terms and the DigitalOcean Hatch Site or terms applicable to specific Program benefits that is not resolved expressly in those documents, these Terms will prevail. If a particular subject is addressed in the DigitalOcean Hatch Site or in terms applicable to specific Program benefits and not in these Terms, the terms of the DigitalOcean Hatch Site or terms applicable to specific Program benefits regarding that subject will prevail.

9.10 Applicable Law; Attorney’s Fees. These Terms shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York, USA without regard to its principles of conflicts of laws or the United Nations Convention on the International Sale of Goods. The English language version of these Terms shall be the official text hereof, despite translations or interpretation of these Terms in other languages. The parties consent to exclusive jurisdiction and venue in the courts sitting in New York County, New York, USA. You waive all defenses of lack of personal jurisdiction and forum non conveniens. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order in any appropriate jurisdiction. If either party commences litigation in connection with these Terms, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses.

9.11 Force Majeure. Neither party shall be liable for any reasonable delays in the performance of any of its obligations hereunder due to war, acts of God or other causes beyond its reasonable control.

9.12 Non-solicitation. During the Term of these Terms, and for a period of one year thereafter, you agree not to solicit, induce, attempt to hire or hire any employee of DigitalOcean, or assist in such hiring by any other person or business entity or encourage any such employee to terminate his or her employment with DigitalOcean, without prior written consent of DigitalOcean.

9.13 Equitable Relief. The covenants and agreements in relation to obligations of confidentiality and/or with respect to intellectual property rights hereof are of a special and unique character, and the parties acknowledge that money damages alone will not reasonably or adequately compensate a party for any breach of such covenants and agreements. Therefore, the parties expressly agree that in the event of the breach or threatened breach of any such covenants or agreements, in addition to other rights or remedies which a party may have, at law, in equity, or otherwise, a party shall be entitled to injunctive or other equitable relief compelling specific performance of, and other compliance with, the terms of such Sections.

10. Modification

We may modify these Terms at any time by posting a revised version on the DigitalOcean Hatch Site or sending you an email using the email address provided to us in your application for the Program. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing your participation in the Program after the effective date of any modifications to these Terms, you agree to be bound by the modified Terms. It is your responsibility to check the DigitalOcean Hatch Site regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms. You are responsible for (a) communicating the terms of these Terms to its affiliates, employees, contractors, and/or agents and (b) ensuring their compliance with the terms of these Terms.

Should you have any questions concerning these Terms, please write:

DigitalOcean 101 Avenue of the Americas 10th Floor New York, NY 10013 Attn: Legal