OCP Incubator Terms of Service

1. Program Description

The OCP Incubator is an early-stage startup program that provides participants with free cloud infrastructure, AI-powered development tools, and mentorship support. Our program is designed to help founders build and launch software products faster through access to dedicated cloud infrastructure with full VPC isolation, AI co-founder and development environment powered by leading AI models, technical mentorship from the OCP engineering team, access to shared API resources subject to fair usage caps, and business guidance and startup best practices. We are not a venture capital fund. We do not take equity in your company. Our compensation comes solely from the revenue share described in this document. The program is designed to provide a supportive environment where founders can focus on building their products without the burden of upfront infrastructure costs, while OCP benefits from the success of the companies we help build.

2. Eligibility Requirements

To participate in the OCP Incubator, you must meet all of the following requirements: be at least 18 years of age, have the legal capacity to enter into binding agreements, have a legally registered business or be in the process of registering, be building a software or digital product (we do not support physical products), submit accurate and complete application information, and agree to these Terms of Service and the Revenue Share Agreement. We reserve the right to verify eligibility and reject applications that do not meet our criteria. Each applicant represents and warrants that all information provided in the application is true, accurate, and complete to the best of their knowledge. False or misleading information may result in immediate termination and forfeiture of any benefits.

3. Revenue Share Terms

Participants agree to pay OCP a revenue share equal to 10% (ten percent) of gross revenue derived from products built on the OCP platform. This obligation includes all revenue from the primary product developed during the program, revenue from future versions, expansions, or pivots of the same core product, revenue generated after graduating from the incubator program, revenue from any product that substantially uses OCP infrastructure or tools, and SaaS subscriptions, one-time purchases, usage-based revenue, and related services. Revenue share applies only when you are actually making money. There is no minimum payment or fees if your product generates no revenue. This revenue share obligation is perpetual and survives termination of your account, graduation from the program, or any sale or merger of your company.

For purposes of this agreement, "Net Revenue" means gross revenue received by Participant from the sale, license, or provision of the product, less only: sales taxes, value-added taxes, and similar governmental charges levied on the transaction (but not taxes based on net income); returns, refunds, and chargebacks actually paid or credited to customers; and payment processing fees directly attributable to the transaction, not to exceed 3% of gross revenue. Revenue shall be recognized on the accrual basis in accordance with generally accepted accounting principles. Revenue share payments shall be calculated and paid quarterly, with each payment due within 30 days following the end of each calendar quarter. Participant shall submit a revenue report in the form specified by OCP concurrently with each payment, detailing gross revenue, allowable deductions, and the calculation of the amount due.

Payments not received within 30 days of the due date shall be subject to a late fee of 1.5% per month (18% per annum) on the unpaid balance, or the maximum rate permitted by applicable law, whichever is lower. OCP reserves the right to suspend services, including access to infrastructure and support, if payment is more than 60 days overdue. Participant acknowledges that time is of the essence with respect to all payment obligations under this agreement.

4. Intellectual Property

We will never steal your idea.

You retain full ownership of all intellectual property related to your startup, including source code and software, patents, trademarks, and trade secrets, business plans and strategies, customer data and user information, and brand identity and marketing materials. OCP makes no claim whatsoever to any IP developed by incubator participants. Our only compensation is the revenue share specified in the Revenue Share Agreement. Ideas and information shared during the application process are treated as confidential. We understand that your idea is valuable, and we have built our reputation on respecting founder confidentiality.

OCP is granted a limited, non-exclusive, non-transferable license to host and display the Participant's product on OCP infrastructure solely for the purpose of providing the incubator services. This hosting license does not grant OCP any ownership rights in the product or any intellectual property contained therein. Participant retains all right, title, and interest in and to all pre-existing intellectual property and any improvements, modifications, or derivatives created by Participant independently of the incubator program. If Participant incorporates any open source software into its product, Participant represents and warrants that such incorporation complies with the applicable open source licenses and does not grant OCP any rights beyond those expressly provided by such licenses.

5. Confidentiality

We take confidentiality seriously. The following policies govern how we handle your information: application data, including all information submitted in your application such as pitch, business plan, and financial projections, is treated as strictly confidential; interview content, including discussions during interview rounds which are confidential and will not be shared outside the review team; code and workspace, where OCP team members may access your workspace solely for technical support purposes and will not share, distribute, or use your code or business information for any purpose without explicit consent; third parties, where we do not share your confidential information with any third party except as required by law; and internal access, where only authorized personnel who have signed confidentiality agreements may access your application and project data.

"Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or some similar designation, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, technical data, trade secrets, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information. Confidential Information shall be maintained in confidence for a period of three (3) years from the date of disclosure, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

The obligations of confidentiality shall not apply to information that: is or becomes publicly available through no fault of the receiving party; was properly in the possession of the receiving party prior to disclosure; is independently developed by the receiving party without use of the disclosing party's Confidential Information; or is rightfully obtained by the receiving party from a third party without restriction on disclosure. Upon termination of this agreement or upon request by the disclosing party, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party and any copies thereof, except for archival copies stored in accordance with ordinary business practices or required by law.

6. Data Privacy (GDPR, CCPA, and US Privacy)

We collect and process personal data in accordance with applicable privacy laws, including GDPR (European Union), CCPA (California), and other US state privacy laws. The legal bases for processing under GDPR Article 6 include: consent, where you have given clear consent for us to process your personal data for a specific purpose; contract performance, where processing is necessary for the performance of a contract to which you are party or to take steps at your request before entering into such a contract; and legitimate interests, where processing is necessary for the legitimate interests of OCP or a third party, balanced against your rights and interests.

Data Categories

We collect the following categories of personal data: identity data (name, email address, phone number, business name, and business registration information); application data (pitch materials, business plans, financial projections, and any content you submit through the application); usage data (how you use our platform including logs, analytics, and interaction data); and communication data (records of correspondence with our team, including support tickets and interview records).

Retention Periods

We retain your data as follows: active participants: data is retained for the duration of your participation and for 3 years afterward; terminated accounts: data is retained for 30 days after termination, after which it is permanently deleted; rejected applicants: data is retained for 12 months after decision, then deleted; and tax and financial records: we retain financial records related to revenue share payments for a minimum of 7 years as required by applicable tax laws.

Data Breach Notification

In the event of a personal data breach, OCP will notify the relevant supervisory authority within 72 hours of becoming aware of the breach, as required by GDPR Article 33. Where the breach is likely to result in a high risk to the rights and freedoms of individuals, OCP will also notify affected data subjects without undue delay, as required by GDPR Article 34. Notifications will include: the nature of the breach, the categories and approximate number of data subjects affected, the likely consequences of the breach, and the measures taken or proposed to address the breach.

Your Rights

You have the following rights regarding your personal data: the right to access, to request a copy of all personal data we hold about you; the right to rectification, to request correction of inaccurate data; the right to erasure, also known as the "right to be forgotten," to request immediate deletion of your data at any time; the right to data portability, to request your data in a portable, machine-readable format; the right to object, to object to processing for marketing purposes or processing based on legitimate interests; the right to restriction, to request that we restrict processing of your data under certain circumstances; and the right to withdraw consent, at any time, where processing is based on consent.

Cookie Policy

We use essential cookies only to maintain your session and provide our services. We do not use advertising cookies or share data with third-party advertising networks.

7. Opt-In Communications and Consent

We believe in respectful, permission-based communication. Our newsletter is entirely opt-in. We will never add you to our newsletter without your explicit consent. Any marketing emails require your separate consent. We will not send marketing messages to applicants who only want program updates. Every email we send includes a one-click unsubscribe link. We honor unsubscribe requests within 10 business days. We may send transactional messages related to your application or participation (status updates, support responses) regardless of your communication preferences.

By submitting your application, you consent to receiving transactional communications regarding your application status, program updates, and administrative matters. Transactional communications are necessary for the performance of our contract and are not subject to unsubscribe requirements. You may update your communication preferences at any time through your account settings or by contacting us at incubator@ocpbot.com.

8. Hosting Requirements

All products built in the OCP Incubator must be hosted on OCP infrastructure during the program. This requirement exists because it allows us to provide effective technical support, enables the revenue tracking necessary for the revenue share agreement, and ensures security and compliance standards are maintained. After graduation, we encourage continued hosting on OCP infrastructure, but this is not required.

If you choose to migrate away from OCP after graduation, you remain obligated to report revenue and pay the revenue share as specified in the Revenue Share Agreement. Upon migration, OCP will provide reasonable technical assistance to facilitate the transition, including data export in standard formats. Participant shall provide at least 30 days advance written notice of any planned migration. OCP reserves the right to charge reasonable fees for migration assistance requested after graduation.

9. Prohibited Activities

OCP does not accept projects in the following categories: physical products or hardware (software and digital services only); illegal activities (violating local, state, federal, or international law); gambling (online casinos, sports betting, lottery games); adult content (pornography, sexually explicit material); weapons (sales, manufacturing, or distribution); hate speech, discrimination, or harassment; fraud, scams, or pyramid schemes; malware, hacking tools, or cybersecurity exploits; illegal drug sales or paraphernalia; and cryptocurrency projects (unless you have a clear, documented legal use case and all required regulatory approvals). We reserve the right to reject or terminate any project that, in our sole discretion, violates these guidelines or brings discredit to the OCP program.

Participant represents and warrants that its product and business do not fall within any of the prohibited categories and that Participant has obtained all required licenses, permits, and approvals necessary to operate its business. Participant shall immediately notify OCP if it becomes aware that its product or business may fall within a prohibited category or if any license, permit, or approval is revoked or expires.

10. Termination

The incubator relationship may be terminated under the following circumstances. Either party may terminate participation with 30 days written notice. OCP may terminate immediately for cause, including but not limited to: inactivity with no login or development activity for 90+ days; breach of these terms or engagement in prohibited activities; and upon graduation from the program. Participant may terminate for convenience upon 30 days written notice to OCP.

Termination for Cause

Either party may terminate this agreement immediately upon written notice if the other party: commits a material breach of this agreement and fails to cure such breach within 30 days after receiving written notice thereof; becomes insolvent, files for bankruptcy, or has a receiver or trustee appointed for its assets; or ceases to conduct business in the normal course. For purposes of this agreement, material breaches include, but are not limited to: failure to pay revenue share when due after the cure period; failure to submit required quarterly reports; unauthorized disclosure of Confidential Information; and violation of applicable laws or regulations.

Cure Periods

Except in cases of fraud, willful misconduct, or breaches that cause irreparable harm, the non-breaching party shall provide the breaching party with written notice specifying the breach in reasonable detail and shall allow 30 days to cure the breach. If the breach is of a nature that cannot reasonably be cured within 30 days, the breaching party may submit a cure plan, and the cure period shall be extended provided the breaching party commences cure within the initial 30-day period and diligently pursues cure to completion, but in no event shall the cure period exceed 90 days total.

Effect of Termination

Upon termination or expiration of this agreement: Participant shall pay OCP all amounts owed through the termination date, including any accrued but unpaid revenue share; Participant may export its workspace data at any time before termination; OCP retains Participant data for 30 days after termination, after which all data is permanently deleted unless Participant requests immediate deletion or legal requirements mandate longer retention; and the revenue share obligation survives termination and continues in perpetuity for products built on the platform.

Surviving Provisions

The following provisions shall survive termination or expiration of this agreement: Revenue Share Terms; Intellectual Property; Confidentiality (for a period of three years); Data Privacy; Limitation of Liability; Dispute Resolution; Indemnification; and any other provisions that by their nature should survive termination.

11. Quarterly Reporting

Participants must submit quarterly revenue reports within 30 days of each quarter's end. Reports must include: gross revenue for the reporting period; revenue sources and breakdown; and any changes to the product or business model. Failure to submit reports may result in suspension of services. Intentional underreporting constitutes a material breach and may result in penalties as specified in the Revenue Share Agreement.

Reports shall be submitted through the OCP dashboard or via email to revenue@ocpbot.com in the format specified by OCP. Participant shall maintain accurate and complete records of all revenue for a minimum of 7 years. OCP shall provide reasonable notice of any changes to reporting requirements, and Participant shall have 30 days to comply with new requirements.

12. Audit Rights

OCP reserves the right to audit revenue reports and business records upon 30 days written notice. Audits may occur annually and will be conducted during normal business hours. Participants must maintain accurate financial records for a minimum of 3 years.

During an audit, OCP or its authorized representative shall have the right to examine Participant's books, records, and accounts related to the product and revenue. Participant shall provide reasonable access to relevant premises and personnel during normal business hours. If an audit reveals an underpayment of more than 5%, Participant shall pay the deficiency plus interest at the rate of 1.5% per month from the date the underpayment originally occurred, and Participant shall reimburse OCP for the reasonable costs of the audit. If an audit reveals an overpayment, OCP shall credit the excess against future amounts owed or refund the excess if no further amounts are owed.

13. Limitation of Liability

No Guarantee of Success.

The OCP Incubator provides infrastructure, tools, and mentorship, but we cannot and do not guarantee that your startup will succeed. Startup success depends on many factors beyond our control, including market conditions, competition, execution, and timing. OCP shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from your use or inability to use our services; any unauthorized access to or use of our servers; any interruption or cessation of transmission to or from our services; or any bugs, viruses, or similar harmful code that may be transmitted to or through our services.

Our total liability under these terms shall not exceed the greater of $100 or the amounts actually paid by you to OCP in the 12 months preceding the claim. The foregoing limitation applies regardless of the theory of liability, whether based on contract, tort (including negligence), strict liability, or any other theory, and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of consequential damages, so the above limitations may not apply to you.

Neither party shall be liable for any failure or delay in performing its obligations under this agreement (other than payment obligations) if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures of third-party telecommunications or power supply. The affected party shall give prompt written notice to the other party of any force majeure event and shall use reasonable efforts to mitigate its effects. If the force majeure event continues for more than 60 days, either party may terminate this agreement upon written notice without liability.

14. Dispute Resolution and Governing Law

Governing Law

These Terms of Service shall be governed by the laws of the State of Michigan, USA, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement.

Arbitration

Any dispute, controversy, or claim arising out of or relating to these terms shall be settled by binding arbitration in Detroit, Michigan, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree, appointed in accordance with AAA rules. The arbitrator shall have authority to award the same remedies that would be available in court, including injunctive relief and specific performance.

The prevailing party in any arbitration or court proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Any arbitration shall take place in Detroit, Michigan, and the language of arbitration shall be English.

Class Action Waiver

You agree that any arbitration or proceeding shall be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in any class action or representative proceeding against OCP. No arbitration or proceeding shall be consolidated with any other arbitration or proceeding without the prior written consent of all parties to such arbitrations or proceedings.

15. HIPAA Considerations

If you are building a health-related product that handles protected health information (PHI), you are responsible for ensuring your product complies with HIPAA (Health Insurance Portability and Accountability Act) and any other applicable healthcare regulations. OCP is not a HIPAA Business Associate unless we have executed a separate Business Associate Agreement (BAA) with you. Our standard infrastructure services do not include HIPAA-compliant hosting, and we make no representations or warranties about HIPAA compliance.

If you require HIPAA-compliant infrastructure, please contact us separately to discuss whether we can accommodate your needs and what additional agreements may be required. Any BAA executed between the parties shall be incorporated into and made a part of this agreement.

16. SOC 2 Type II Compliance

OCP is committed to maintaining the highest standards of security and data protection. As of the date of these terms, OCP is not yet SOC 2 Type II certified. We are actively working toward SOC 2 Type II certification and adhere to security best practices including: encryption of data in transit and at rest; multi-factor authentication for administrative access; regular security assessments and penetration testing; employee security training and background checks; incident response and disaster recovery procedures; and annual third-party security audits.

We will update our certification status on our website as milestones are achieved. While we are not currently SOC 2 Type II certified, we maintain internal controls and procedures designed to achieve substantially similar objectives and are committed to achieving formal certification within a reasonable timeframe.

17. Indemnification

You agree to indemnify, defend, and hold harmless OCP, its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: your use of the OCP Incubator services; your product or application, including any claims that your product infringes third-party intellectual property rights; your violation of these Terms of Service; your violation of any applicable laws or regulations; and any user complaints or regulatory actions related to your product.

OCP agrees to indemnify, defend, and hold harmless Participant from and against any claims that OCP's infrastructure or tools, as provided under this agreement and used in accordance with this agreement, directly infringe any valid patent, copyright, trademark, or trade secret of a third party, provided that Participant gives OCP prompt written notice of any such claim, allows OCP to control the defense and settlement of such claim, and provides reasonable cooperation and assistance at OCP's expense. OCP's indemnification obligation shall not apply to claims arising from: modification of OCP's infrastructure by anyone other than OCP; combination of OCP's infrastructure with third-party products or services not provided by OCP; or Participant's use of OCP's infrastructure in violation of this agreement.

The indemnified party shall have the right to participate in the defense of any claim at its own expense with counsel of its choosing. The indemnifying party shall not settle any claim in a manner that imposes any liability or obligation on the indemnified party without the indemnified party's prior written consent. The defense obligations under this section shall include the duty to pay all reasonable attorneys' fees, investigation costs, court costs, and expert witness fees incurred in connection with the defense.

18. Changes to These Terms

We may modify these Terms of Service from time to time. If we make material changes, we will: post the updated terms on this page with a new "Last Updated" date; send you an email notification at least 30 days before the changes take effect; and provide prominent notice on our website. If you do not agree to the new terms, you may terminate your participation before the changes take effect. Your continued use of OCP services after the 30-day notice period constitutes acceptance of the new terms.

Non-material changes, such as corrections of typographical errors or clarifications, may be made at any time without notice. Your continued participation in the OCP Incubator following any modification constitutes your agreement to be bound by the modified terms.

19. Contact Information

For questions about these terms, data privacy inquiries, or legal matters, please contact us at the addresses below. We will respond to privacy-related inquiries within 30 days as required by applicable law.