Terms, Conditions, and Privacy Notice

TABLE OF CONTENTS

A. Leading Cities Master Program Terms

B. Leading Cities Privacy Policy and Program Privacy Notice

C. AcceliCITY Program Terms and Challenge Participation Terms

D. QBE AcceliCITY Resilience Challenge Rules & Terms

E. QBE AcceliCITY Humanitarian Challenge Rules & Terms

F. AcceliCITY Massachusetts Climate Tech Challenge Terms

G. AcceliGOV Program Terms

H. Leading Cities Academy Program Terms

I. Leading Cities Academy Certification Rules & Requirements

J. LaunchPad 11 Program Terms

A. Leading Cities Master Program Terms

Version: LC-MPT-v3.0
Effective Date: July 1, 2026
Last Updated: July 1, 2026

These Leading Cities Master Program Terms (“Master Terms”) govern participation in programs, challenges, accelerators, cohorts, competitions, awards, pilot facilitation activities, educational offerings, memberships, events, forums, mentorship opportunities, advisory activities, and related initiatives administered, hosted, sponsored, supported, or facilitated by Leading Cities, Inc. (“Leading Cities,” “we,” “us,” or “our”).

By applying to, registering for, submitting materials to, participating in, receiving benefits from, or otherwise engaging with a Leading Cities Program, you agree to these Master Terms on behalf of yourself and, if applicable, the company, organization, institution, municipality, public agency, or other entity you represent.

These Master Terms are intended to help Leading Cities administer its Programs fairly, protect Program integrity, preserve appropriate flexibility, and avoid misunderstandings about what participation does and does not guarantee. This introductory statement is provided for convenience only and does not limit or replace the binding terms below.

1. Applicability

These Master Terms apply to all Leading Cities Programs, including, without limitation, AcceliCITY, AcceliGOV, LaunchPad 11, Leading Cities Academy, City Solutions Forums, innovation challenges, startup showcases, accelerator cohorts, pilot facilitation activities, awards, mentorship programs, judging activities, educational programs, certification programs, member programs, partner programs, and related events or opportunities.

For purposes of these Master Terms, a “Program” means any program, challenge, accelerator, cohort, competition, award, course, certification, event, membership, pilot facilitation activity, matchmaking opportunity, showcase, forum, advisory activity, or related initiative administered, hosted, sponsored, supported, or facilitated by Leading Cities.

For purposes of these Master Terms, “Participant” means any applicant, registrant, participant, company, organization, municipality, public agency, representative, founder, team member, student, member, mentor, judge, speaker, advisor, awardee, pilot participant, sponsor, partner, solution provider, or other person or entity participating in or engaging with a Program.

2. Participant Categories

These Master Terms apply to Participants as applicable based on their role, activities, submissions, access, benefits, and relationship to the applicable Program. A Participant may have more than one role, and more than one category may apply at the same time.

For purposes of these Master Terms:

“Applicant Participants” means applicants, startups, companies, organizations, founders, teams, members, students, course participants, registrants, and other persons or entities applying to, registering for, or participating in a Program.

“Public-Sector Participants” means municipalities, public agencies, public institutions, public officials, public employees, and representatives of governmental or quasi-governmental entities.

“Program Contributors” means judges, mentors, reviewers, evaluators, speakers, advisors, instructors, subject matter experts, and similar contributors.

“Awardees” means Participants selected to receive or potentially receive an award, grant, prize, scholarship, reimbursement, pilot funding, discount, in-kind benefit, or other Program benefit.

“Pilot Participants” means Participants involved in pilot exploration, pilot facilitation, deployment support, implementation planning, testing, demonstration, public-sector engagement, or related activities.

“Solution Providers” means companies, organizations, institutions, vendors, startups, partners, sponsors, funders, or other entities that provide, offer, fund, support, evaluate, deliver, deploy, pilot, demonstrate, license, sell, or otherwise make available products, services, technologies, expertise, funding, programming, or other resources in connection with a Program.

“Sponsors and Partners” means sponsors, funders, partners, collaborators, institutions, companies, nonprofits, universities, public agencies, or other entities that support, fund, host, review, select for, deliver, promote, evaluate, or otherwise participate in a Program.

A Participant may fall into more than one category. For example, a Solution Provider may also be a sponsor, partner, applicant, awardee, or pilot participant depending on the Program.

3. Applicability by Participant Role

Some provisions of these Master Terms apply to all Participants, including provisions relating to authority, accuracy, conduct, compliance, confidentiality, privacy, data sharing, intellectual property, publicity, no guarantee of outcomes, no agency, third-party relationships, electronic acceptance, dispute resolution, and limitations of liability.

Other provisions apply only where relevant to the Participant’s role or Program involvement. For example, provisions relating to applications apply to Participants who submit or are included in applications; provisions relating to awards, grants, scholarships, reimbursements, pilot funding, discounts, in-kind support, or other benefits apply to Participants who seek, receive, administer, are considered for, or benefit from those opportunities; provisions relating to pilots, deployments, public-sector engagement, or implementation activities apply to Participants involved in those activities; and provisions relating to judging, mentoring, reviewing, speaking, advising, or instruction apply to Program Contributors engaged in those roles.

Program-Specific Terms may identify additional Participant categories, clarify how these Master Terms apply to a particular Program, or add, modify, or narrow obligations for that Program. Unless Program-Specific Terms expressly state otherwise, these Master Terms apply to each Participant to the fullest extent relevant to that Participant’s role, activities, submissions, access, benefits, and Program involvement.

4. Relationship to Program-Specific Terms

Certain Programs may have additional terms, rules, supplements, schedules, statements of work, award agreements, course terms, member terms, pilot agreements, sponsor requirements, partner requirements, or other written requirements that apply to that specific Program (“Program-Specific Terms”).

For purposes of these Master Terms, Program-Specific Terms may include any challenge-specific supplement, challenge rules, challenge terms, annual challenge details, edition-specific challenge details, certification rules, course requirements, membership terms, event terms, schedules, statements of work, award terms, pilot terms, partner requirements, sponsor requirements, funder requirements, or similar written Program document applicable to a specific Program, Challenge, course, certification, membership, event, benefit, or opportunity.

The following table summarizes the general structure of Leading Cities Program documents. This table is provided for ease of reference and does not change the order of precedence stated in Section 38.

Program-Specific Terms may address, among other things, eligibility, deadlines, application requirements, selection criteria, attendance expectations, program phases, fees, reimbursements, awards, grants, prizes, deliverables, reporting, certification requirements, pilot requirements, sponsor obligations, partner obligations, and other Program-specific details.

Program-Specific Terms may add to, modify, or narrow these Master Terms only if they expressly state that they are doing so. By participating in a Program, you agree to these Master Terms and all applicable Program-Specific Terms. If you do not agree, you should not submit an application, register, participate, or accept any Program benefit.

5. Public-Sector Participants

This section applies to Public-Sector Participants and to Participants engaging with municipalities, agencies, public officials, public facilities, public data, or public-sector processes.

For Public-Sector Participants, these Master Terms apply only to the extent permitted by applicable law and the Public-Sector Participant’s legal authority.

Nothing in these Master Terms requires a municipality, public agency, public institution, public official, public employee, or public-sector representative to waive sovereign immunity, violate public procurement law, incur an unauthorized indemnity obligation, make an unauthorized financial commitment, violate public records law, violate ethics rules, violate open meeting requirements, or act beyond its legal authority.

Public-Sector Participants may be subject to additional public-sector requirements, public records laws, procurement rules, conflict-of-interest rules, ethics obligations, open meeting laws, data protection requirements, approval processes, and other legal obligations.

Engagements with municipalities, public agencies, or other governmental entities may require separate written agreements.

6. Authority, Age, and Legal Capacity

By submitting an application, registration, form, proposal, pitch, statement of interest, course enrollment, membership request, pilot request, award submission, or other Program-related materials, you certify that you are authorized to do so.

If you submit materials or participate on behalf of a company, organization, institution, municipality, agency, or other entity, you certify that you have authority to act on behalf of that entity and to bind that entity to these Master Terms and all applicable Program-Specific Terms, except to the extent a Public-Sector Participant’s authority is limited by applicable law.

You further certify that, to the best of your knowledge, all team members, representatives, employees, contractors, advisors, and other persons identified in your submission have authorized their inclusion and participation, and that their participation will comply with these Master Terms and any applicable Program-Specific Terms.

Participants must be at least 18 years old or the age of majority in their jurisdiction, unless participation is expressly permitted by Leading Cities through a parent, guardian, school, university, employer, or authorized organization.

By submitting a form, registering, applying, participating, or accepting any Program benefit, the individual submitting or participating represents that they are legally able to accept the applicable terms or have obtained all permissions required for participation.

Leading Cities is not responsible for verifying the age or legal capacity of every Participant unless expressly required by applicable law or Program-Specific Terms.

7. Accuracy of Information and Right to Submit Materials

You certify that all information, statements, representations, materials, data, documents, applications, forms, pitches, presentations, videos, images, biographies, company descriptions, solution descriptions, financial information, impact information, and other materials submitted to Leading Cities are accurate, complete, current, and not misleading in any material respect.

You are responsible for promptly notifying Leading Cities if any submitted information becomes inaccurate, incomplete, outdated, or misleading.

You certify that you own or have all necessary rights, licenses, permissions, and authorizations to submit all materials provided to Leading Cities and to grant the rights described in these Master Terms and any applicable Program-Specific Terms.

You may not submit materials that infringe, misappropriate, or violate the intellectual property, privacy, publicity, contractual, confidentiality, employment, procurement, ethics, or other rights of any person or entity.

8. Legal Compliance, Sanctions, Anti-Corruption, and Conflicts

Participants are responsible for understanding and complying with the laws, regulations, rules, policies, contractual obligations, employer obligations, procurement requirements, ethics rules, confidentiality obligations, intellectual property obligations, privacy obligations, export controls, sanctions, anti-corruption laws, anti-bribery laws, grant requirements, funding restrictions, and other obligations that apply to them or their participation in a Program.

By participating in a Program, each Participant represents that, to the best of their knowledge, participation does not violate any obligation that would materially restrict or prohibit their participation.

Participants agree to notify Leading Cities promptly if they become aware of any restriction, conflict, legal requirement, or other circumstance that may affect their eligibility, authority, participation, award, pilot activity, reimbursement, certification, or receipt of Program benefits.

Participants may not offer, promise, request, give, receive, or accept anything of value for an improper purpose in connection with any Program, selection process, award, pilot, deployment, introduction, procurement opportunity, reimbursement, scholarship, certification, or other Program-related activity.

Participants represent that, to the best of their knowledge, neither they nor, if applicable, their owners, officers, directors, key personnel, or relevant affiliates are subject to sanctions, debarment, suspension, export restrictions, procurement prohibitions, or other restrictions that would prevent lawful participation in a Program.

Participants must disclose any actual, potential, or perceived conflict of interest involving Leading Cities, Program sponsors, funders, partners, Solution Providers, judges, mentors, reviewers, evaluators, advisors, instructors, municipalities, public agencies, investors, service providers, or other Program stakeholders.

Conflicts may include, without limitation, family relationships, employment relationships, consulting relationships, investment relationships, advisory relationships, financial interests, prior business relationships, pending negotiations, procurement relationships, or other circumstances that could reasonably appear to affect impartiality, eligibility, selection, evaluation, award decisions, pilot opportunities, procurement considerations, or Program integrity.

Leading Cities may rely on the information, certifications, and representations provided by Participants. If Leading Cities determines that a Participant is not eligible, lacks authority, provided inaccurate or incomplete information, is subject to a restriction that affects participation, or has a conflict that affects Program integrity, Leading Cities may take any action it determines appropriate, including requesting additional information, requiring disclosure, limiting participation, changing reviewers, modifying participation conditions, withholding benefits, requiring additional documentation, suspending participation, disqualifying the Participant, reallocating awards, or requiring repayment where appropriate.

A Participant’s failure to satisfy a certification, representation, disclosure, or compliance obligation does not limit Leading Cities’ rights under these Master Terms or invalidate the Participant’s acceptance of these Master Terms, except to the extent required by applicable law.

9. Participant Conduct

Participants must act professionally, honestly, respectfully, and in good faith in all Program-related activities.

Participants may not engage in conduct that Leading Cities determines, in its discretion, to be unlawful, misleading, abusive, harassing, discriminatory, defamatory, threatening, unsafe, disruptive, unethical, harmful to Program integrity, harmful to other participants, harmful to Leading Cities or its partners, or inconsistent with the mission, reputation, or interests of Leading Cities.

Participants may not misrepresent their relationship with Leading Cities, any Program, any sponsor, funder, partner, Solution Provider, municipality, agency, mentor, judge, evaluator, investor, or other Program stakeholder.

Participants may not state or imply that Leading Cities, a Program, a sponsor, funder, partner, Solution Provider, municipality, agency, mentor, judge, evaluator, investor, or other stakeholder has endorsed, approved, certified, funded, procured, selected, contracted with, or committed to a Participant, product, service, project, pilot, deployment, or investment unless expressly authorized in writing.

10. Program Discretion

Leading Cities may administer, interpret, modify, suspend, postpone, cancel, terminate, or change any Program, Program process, selection process, award process, schedule, deadline, benefit, requirement, event, cohort, course, membership, pilot facilitation activity, or other Program component at any time.

Leading Cities may accept, reject, advance, remove, disqualify, suspend, or terminate any Participant or submission in its discretion, subject to any applicable Program-Specific Terms or executed written agreement.

Leading Cities may request additional information, require interviews, conduct due diligence, consult sponsors or partners, evaluate legal or reputational risks, verify eligibility, or impose additional participation conditions.

Leading Cities is not responsible for delays, cancellations, changes, technical failures, submission errors, incomplete applications, lost communications, third-party platform issues, sponsor delays, partner delays, municipal delays, funding delays, or other circumstances outside Leading Cities’ reasonable control.

11. Selection, Evaluation, Review, Judging, and Voting

Programs may include application review, judging, scoring, mentoring, evaluation, interviews, pitch events, due diligence, private voting, expert review, sponsor review, municipal review, partner review, Solution Provider review, or other selection processes.

Leading Cities may consider any criteria it determines appropriate, including, without limitation, innovation, impact, feasibility, readiness, scalability, team capacity, financial sustainability, relevance to community needs, public-sector fit, implementation readiness, equity, resilience, sustainability, climate impact, humanitarian impact, Program fit, sponsor priorities, partner priorities, risk, compliance, and strategic alignment.

Judges, mentors, reviewers, evaluators, sponsors, funders, partners, Solution Providers, municipalities, agencies, advisors, instructors, and other Program stakeholders may participate in evaluation, selection, review, voting, or feedback processes. Their participation does not create any fiduciary duty, advisory duty, procurement obligation, investment obligation, confidentiality obligation, endorsement, or guarantee unless expressly stated in a separate written agreement.

In some Programs, sponsors, funders, partners, Solution Providers, municipalities, agencies, or other Program stakeholders may receive and review application, submission, and participation information for purposes of evaluating fit, selecting participants, selecting awardees, selecting recipients of in-kind or other support, scoping potential deployments, or administering Program benefits.

Some Programs may include private voting by sponsor employees, partner representatives, funder representatives, Solution Provider representatives, or other limited groups designated by Leading Cities or applicable Program-Specific Terms. Private voting may be used for a sponsor choice award, employee choice award, partner choice award, in-kind benefit, or similar Program recognition or benefit.

Leading Cities may validate, modify, disregard, suspend, cancel, or reallocate any private voting process or related award if Leading Cities determines that doing so is necessary or appropriate to address eligibility concerns, voting irregularities, technical issues, sponsor requirements, partner requirements, Program integrity, legal compliance, or other Program needs.

Unless expressly stated in Program-Specific Terms, private voting is not a public vote, raffle, lottery, sweepstakes, or game of chance.

All selection, judging, review, voting, and award decisions are final and not subject to appeal unless Program-Specific Terms expressly provide otherwise.

12. No Guarantee of Outcomes

Participation in a Program does not guarantee selection, admission, membership, course completion, certification, funding, reimbursement, award, prize, grant, investment, customer acquisition, revenue, media coverage, publicity, mentorship, introductions, partner engagement, sponsor engagement, municipal engagement, agency engagement, pilot execution, deployment, procurement, contract award, commercialization, scaling, impact results, or any other outcome or benefit.

Leading Cities may facilitate education, convening, mentorship, introductions, evaluations, technical assistance, pilot exploration, public-sector engagement, sponsor engagement, partner engagement, investment-readiness support, and other opportunities. However, Leading Cities does not guarantee that any sponsor, funder, partner, Solution Provider, investor, mentor, judge, evaluator, municipality, public agency, customer, community, or third party will take any action, enter into any agreement, provide funding, approve a pilot, issue a permit, complete a procurement, host a deployment, make an investment, purchase a product or service, continue a project, or provide any benefit.

Any pilot, deployment, procurement, funding, reimbursement, award, investment, certification, course completion, member benefit, or other opportunity may be subject to additional documentation, due diligence, approvals, funding availability, sponsor requirements, partner requirements, municipal requirements, public-sector processes, legal review, insurance, reporting, and separate written agreements.

13. Public-Sector and Procurement Neutrality

Participation in a Program is not a public procurement process unless expressly stated in a separate written procurement document issued by an authorized public entity.

No Program, selection, award, certification, pilot facilitation activity, mentor feedback, judge feedback, introduction, pitch event, showcase, or other Program activity constitutes a government endorsement, preferred vendor designation, procurement recommendation, public tender, contract award, promise of future procurement, or guarantee of public-sector adoption.

Participants are responsible for complying with all procurement, lobbying, ethics, registration, public records, conflict-of-interest, open meeting, and public-sector rules that may apply to their activities.

Leading Cities does not represent or warrant that participation in a Program will satisfy any procurement requirement, vendor qualification requirement, public-sector compliance requirement, grant requirement, or funding condition.

14. Awards, Benefits, Funding, Reimbursements, Scholarships, and Pilot Funding

This section applies to Participants who apply for, are considered for, receive, administer, or benefit from awards, grants, prizes, scholarships, reimbursements, pilot funding, discounts, in-kind support, or other Program benefits.

Programs may offer awards, prizes, grants, pilot funding, reimbursements, scholarships, discounts, course access, certification opportunities, membership benefits, sponsor benefits, partner benefits, in-kind support, introductions, travel support, technical assistance, or other benefits. Any such benefits are conditional and subject to these Master Terms, applicable Program-Specific Terms, and any required written agreement.

No award, prize, grant, reimbursement, scholarship, pilot funding, discount, course access, certification, membership benefit, in-kind support, or other benefit is earned, payable, transferable, vested, or guaranteed unless and until all applicable conditions are satisfied.

Conditions may include, without limitation, continued eligibility, documentation, tax forms, sponsor funding, funder approval, due diligence, legal review, execution of additional agreements, insurance, public-sector approvals, pilot feasibility, reporting obligations, milestone completion, proof of payment, proof of course completion, compliance review, impact reporting, and satisfaction of Program requirements.

No Participant is entitled to receive, retain, use, or rely on any award, grant, reimbursement, scholarship, pilot funding, deployment support, or other Program benefit unless and until the Participant has satisfied all applicable conditions and executed any award, pilot, grant, reimbursement, scholarship, project, or other agreement required by Leading Cities.

Leading Cities may withhold, suspend, reduce, reallocate, terminate, or condition any award, payment, reimbursement, scholarship, benefit, pilot funding, or other Program support if Leading Cities determines that a Participant is ineligible, has violated these Master Terms or Program-Specific Terms, has misrepresented information, has failed to participate in good faith, has failed to provide required documentation, has failed to satisfy Program requirements, has misused funds, has failed to perform funded activities, has caused legal or reputational risk, or is unable or unwilling to complete the applicable Program, project, pilot, course, reporting, or other obligation.

Where appropriate, Leading Cities may require repayment, return, or reimbursement of funds, awards, grants, reimbursements, scholarships, travel support, pilot funding, or other benefits provided to a Participant, including where funds were misused, where eligibility was misrepresented, where required work was not performed, where Program integrity was compromised, where a Participant failed to satisfy material obligations, or where recovery is necessary to protect Leading Cities, sponsors, funders, partners, municipalities, agencies, communities, or Program interests.

Any investment instrument, recoverable grant, loan, revenue share, SAFE, convertible instrument, equity instrument, or similar financial arrangement must be governed by a separate written agreement. These Master Terms do not create any investment, lending, securities, equity, debt, or financing obligation.

15. Fees, Payments, Refunds, Reimbursements, and Success Fees

This section applies to Participants who owe, pay, administer, receive, or are responsible for fees, tuition, membership dues, course fees, registration fees, project fees, service fees, placement fees, success fees, revenue shares, management fees, reimbursements, or other payments.

Some Programs may require fees, tuition, membership dues, course fees, registration fees, project fees, service fees, placement fees, success fees, revenue shares, management fees, or other payments. Any such fees or payments will be governed by the applicable Program-Specific Terms, invoice, order form, statement of work, membership agreement, course terms, signed agreement, or other written terms provided by Leading Cities.

Unless expressly stated otherwise in applicable Program-Specific Terms or a separate written agreement, fees paid to Leading Cities are non-refundable.

Third-party reimbursements, scholarships, grants, subsidies, employer payments, government reimbursements, Workforce Training Fund reimbursements, sponsor payments, funder payments, or other external funding sources are not guaranteed by Leading Cities unless expressly stated in a separate written agreement signed by Leading Cities.

Participants remain responsible for fees owed to Leading Cities regardless of whether a third-party reimbursement, scholarship, subsidy, grant, or funding source is approved, denied, delayed, reduced, or unavailable, unless applicable Program-Specific Terms or a separate written agreement states otherwise.

Any success fee, placement fee, referral fee, project fee, revenue share, management fee, or similar fee is owed only if expressly stated in applicable Program-Specific Terms or a separate written agreement.

Leading Cities may condition Program access, continued participation, certification, membership, benefits, or other opportunities on payment, documentation, or satisfaction of applicable requirements.

16. Course Completion, Certifications, Badges, and Credentials

This section applies to Participants enrolled in, applying for, receiving, or relying on courses, training, certifications, badges, credentials, readiness designations, completion certificates, or similar educational or professional development components.

Any certificate, badge, credential, readiness designation, or completion recognition issued by Leading Cities reflects completion of the applicable Leading Cities requirements only. It does not constitute a professional license, government certification, procurement qualification, endorsement, guarantee of competence, guarantee of reimbursement, assurance of funding, or assurance of any outcome.

Leading Cities may establish, modify, interpret, or enforce course completion requirements, certification requirements, attendance requirements, assessment requirements, participation requirements, documentation requirements, or other requirements applicable to educational Programs.

Leading Cities may withhold, revoke, or decline to issue a certificate, badge, credential, or completion recognition if a Participant fails to satisfy applicable requirements, provides inaccurate information, violates these Master Terms or Program-Specific Terms, or engages in conduct inconsistent with Program integrity.

17. Pilot Facilitation, Deployment Activities, Insurance, and Safety

This section applies to Participants involved in pilot exploration, pilot facilitation, demonstrations, deployments, implementation planning, public-sector engagement, testing, technical assistance, site access, data access, community engagement, or related activities.

Some Programs may involve pilot exploration, pilot facilitation, deployment support, public-sector engagement, community engagement, implementation planning, testing, demonstration, or related activities.

Unless expressly stated in a separate written agreement signed by Leading Cities, Leading Cities’ role is limited to program administration, convening, facilitation, education, technical assistance, relationship-building, innovation discovery, implementation support, or related intermediary activities.

Leading Cities does not guarantee that any pilot, deployment, demonstration, project, procurement, contract, permit, site access, data access, community engagement process, municipal approval, agency approval, funding commitment, or implementation activity will occur, continue, succeed, or produce any specific result.

Participants are solely responsible for their own products, services, technologies, claims, performance, personnel, subcontractors, compliance, safety, insurance, permits, licenses, taxes, data practices, technical implementation, customer relationships, and contractual obligations, unless otherwise stated in a separate written agreement.

Where a Program, pilot, deployment, or project involves public infrastructure, public facilities, residents, vulnerable populations, regulated data, sensitive data, operational systems, cybersecurity risks, safety risks, humanitarian contexts, emergency response, health-related settings, critical infrastructure, or other heightened-risk activities, Leading Cities may require additional agreements, insurance, security reviews, data protection terms, approvals, or compliance documentation.

Participants are responsible for maintaining insurance appropriate to their activities, products, services, personnel, subcontractors, pilots, deployments, operations, and legal obligations. Leading Cities may require proof of insurance as a condition of participation, award payment, pilot facilitation, deployment support, public-sector engagement, or other Program benefits.

Participants are responsible for the safety, legality, performance, reliability, suitability, and compliance of their products, services, technologies, personnel, contractors, subcontractors, equipment, materials, data practices, and activities.

18. Solution Providers

This section applies to Solution Providers that provide, offer, fund, support, evaluate, deliver, deploy, pilot, demonstrate, license, sell, or otherwise make available products, services, technologies, expertise, funding, programming, or other resources in connection with a Program.

Solution Providers may participate in Programs in different capacities, including as applicants, sponsors, partners, reviewers, evaluators, pilot participants, deployment providers, technology providers, funders, or providers of in-kind or paid services.

Where applicable, Solution Providers may receive and review application, submission, and participation information for purposes of evaluating fit, selecting recipients, scoping potential deployments, providing Program benefits, or administering Program activities.

A Solution Provider’s access to Program information, applicants, municipalities, public agencies, Participants, or Program opportunities may be subject to additional Program-Specific Terms, privacy notices, data protection terms, confidentiality terms, conflict-of-interest requirements, procurement restrictions, or separate written agreements.

Unless expressly stated in a separate written agreement, Leading Cities does not guarantee that any Solution Provider will provide, fund, complete, continue, or succeed in delivering any product, service, technology, deployment, pilot, demonstration, funding, programming, or other resource.

19. Cybersecurity, Data Security, and Incidents

Participants are responsible for maintaining appropriate administrative, technical, and physical safeguards for any systems, data, accounts, credentials, devices, materials, or information used in connection with a Program.

Participants must promptly notify Leading Cities if they become aware of any actual or suspected security incident, unauthorized access, data breach, credential compromise, misuse of Program-related information, misuse of Leading Cities systems, or other incident that may affect Leading Cities, a Program, Participants, sponsors, funders, partners, municipalities, agencies, service providers, or Program stakeholders.

Participants must cooperate reasonably with Leading Cities in investigating, mitigating, reporting, or responding to any such incident, subject to applicable law and any separate written agreement.

20. Third-Party Relationships; No Agency or Special Relationship

Programs may involve sponsors, funders, partners, Solution Providers, municipalities, public agencies, judges, mentors, reviewers, evaluators, advisors, instructors, investors, service providers, participants, community organizations, educational institutions, and other third parties.

Leading Cities is not responsible for the acts, omissions, decisions, delays, communications, representations, advice, feedback, funding decisions, procurement decisions, investment decisions, contracting decisions, data practices, or performance of any third party.

Any agreement, negotiation, pilot, deployment, procurement, investment, funding arrangement, service arrangement, purchase, license, partnership, employment relationship, advisory relationship, mentorship relationship, or other relationship between a Participant and any third party is solely between those parties unless Leading Cities is expressly identified as a party in a separate written agreement signed by Leading Cities.

Participation in a Program does not create any partnership, joint venture, agency, employment, franchise, fiduciary, attorney-client, advisor-client, procurement, investment advisory, or other special relationship between Leading Cities and any Participant.

No Participant has authority to act for, bind, represent, or create obligations on behalf of Leading Cities unless expressly authorized in a written agreement signed by Leading Cities.

No sponsor, funder, partner, Solution Provider, judge, mentor, reviewer, evaluator, advisor, instructor, municipality, public agency, investor, or other Program stakeholder has authority to bind Leading Cities unless expressly authorized in writing by Leading Cities.

21. Intellectual Property

Participants retain ownership of their pre-existing intellectual property, including inventions, technology, products, services, software, trademarks, trade names, logos, copyrights, know-how, data, designs, business models, and other intellectual property that they own before submitting materials to or participating in a Program.

Leading Cities does not claim ownership of a Participant’s pre-existing intellectual property solely by virtue of application, registration, submission, selection, participation, mentoring, judging, evaluation, award, pilot facilitation, or other Program involvement.

By submitting materials to Leading Cities or participating in a Program, Participants grant Leading Cities and its authorized service providers, sponsors, funders, partners, Solution Providers, judges, mentors, reviewers, evaluators, advisors, instructors, municipalities, agencies, and program administrators a non-exclusive, worldwide, royalty-free license to use, reproduce, display, distribute, store, review, evaluate, summarize, analyze, translate, and otherwise process submitted materials and participation information as reasonably necessary for Program administration, application review, evaluation, selection, mentoring, judging, due diligence, reporting, promotion, sponsor and funder stewardship, impact measurement, archival purposes, and protection of Leading Cities’ rights and interests.

Participants further grant Leading Cities and its authorized sponsors, funders, partners, and designees the right to use non-confidential Participant information, including names, organization names, logos, trademarks, solution descriptions, application summaries, pitch materials, photographs, recordings, likenesses, biographies, quotes, Program participation information, award information, and impact information for reasonable Program administration, evaluation, promotion, reporting, sponsor and funder stewardship, impact measurement, case studies, and archival purposes.

Participants are responsible for protecting their own intellectual property, including by filing patent, trademark, copyright, or other protections before disclosure where appropriate.

22. Confidentiality and Restricted Information

Program participation is not confidential by default.

Participants are responsible for protecting their own confidential, proprietary, trade secret, regulated, export-controlled, classified, sensitive personal, or third-party restricted information. Participants should not submit or disclose such information to Leading Cities, Program stakeholders, or other participants unless Leading Cities expressly requests it and the disclosure is covered by a separate written agreement.

If a Participant believes that any submitted information requires confidential treatment, the Participant must clearly and conspicuously mark the information as “Confidential” at the time of submission and notify Leading Cities in writing of the specific information for which confidential treatment is requested.

Marking information as “Confidential” does not, by itself, create a confidentiality obligation for Leading Cities or any Program stakeholder unless Leading Cities has expressly agreed in a separate written agreement to treat the information as confidential.

Unless a separate written confidentiality agreement signed by Leading Cities provides otherwise, Program applications, pitch sessions, mentor meetings, judging processes, cohort activities, office hours, forums, events, networking sessions, and other Program communications are not confidential. Leading Cities may share submitted materials and participation information with its authorized staff, contractors, service providers, sponsors, funders, partners, Solution Providers, judges, mentors, reviewers, evaluators, advisors, instructors, municipalities, agencies, and program administrators for Program-related purposes.

Participants may receive non-public information from Leading Cities or other Program stakeholders. Participants may use such information only for the purpose for which it was provided and may not disclose it to others unless authorized by the disclosing party or required by law.

Participants may not submit, disclose, use, or distribute confidential information belonging to a third party unless they have the legal right and authorization to do so.

Leading Cities is not responsible for any Participant’s disclosure, misuse, or unauthorized use of confidential or proprietary information unless expressly agreed in a separate written agreement signed by Leading Cities.

23. Privacy, Data Sharing, International Processing, and Technology Tools

Leading Cities’ collection, use, storage, and sharing of personal information is governed by the Leading Cities Privacy Policy and any applicable privacy notice.

By participating in a Program, Participants acknowledge and agree that submitted information and participation information may be collected, used, stored, reviewed, analyzed, translated, summarized, and shared by Leading Cities and its authorized service providers, sponsors, funders, partners, Solution Providers, judges, mentors, reviewers, evaluators, advisors, instructors, municipalities, agencies, and program administrators for purposes of administering, evaluating, selecting for, delivering, improving, funding, reporting on, promoting, and protecting Leading Cities Programs and related opportunities.

Program information may also be used for due diligence, eligibility verification, conflict review, compliance review, impact measurement, sponsor reporting, funder reporting, grant reporting, case studies, research, communications, event administration, course administration, membership administration, pilot facilitation, and archival purposes.

Because Programs may involve participants and stakeholders in multiple countries, submitted information may be processed, stored, and shared in jurisdictions other than the Participant’s country of residence or formation, subject to the Leading Cities Privacy Policy and applicable law.

Leading Cities may use technology tools, including artificial intelligence or automated processing tools, to help organize, summarize, compare, translate, screen, analyze, or manage Program submissions and participation information. These tools may support Program administration, review, comparison, and evaluation. Leading Cities does not rely solely on automated processing to make final winner, award, or selection decisions unless expressly disclosed in applicable Program-Specific Terms or privacy notices.

Participants should not submit unnecessary sensitive personal information, regulated personal information, health information, financial account information, government identification numbers, children’s information, export-controlled information, classified information, confidential information, or other restricted information unless expressly requested by Leading Cities and subject to appropriate written terms.

24. Publicity, Reporting, Recordings, and Documentation

Leading Cities may identify Participants as applicants, registrants, members, cohort members, finalists, winners, awardees, alumni, speakers, mentors, judges, partners, municipalities, agencies, or other Program participants, as applicable.

Leading Cities may use Participant names, organization names, logos, solution descriptions, biographies, photographs, recordings, quotes, pitch materials, application summaries, award information, Program participation information, and non-confidential impact information for reasonable Program administration, promotion, reporting, sponsor and funder stewardship, impact measurement, case studies, media, website, social media, newsletters, presentations, grant reporting, partner reporting, and archival purposes.

Program sessions, events, meetings, pitches, interviews, presentations, courses, forums, panels, office hours, and other activities may be photographed, recorded, transcribed, summarized, or otherwise documented.

By participating, Participants consent to such recording, documentation, and use for Program administration, evaluation, reporting, promotion, training, archival, sponsor stewardship, funder stewardship, and impact measurement purposes, unless otherwise stated in writing.

Leading Cities will not knowingly disclose trade secrets or confidential technical information in public-facing materials unless authorized by the Participant or otherwise permitted under a separate written agreement.

Leading Cities may use reasonable discretion to accommodate written publicity restrictions communicated before submission or participation, but Leading Cities is not obligated to accept restrictions that would prevent required Program administration, sponsor reporting, funder reporting, legal compliance, impact measurement, or protection of Leading Cities’ rights and interests.

Participants are responsible for notifying Leading Cities in advance of any legal, confidentiality, privacy, safety, or public-sector restriction that may affect recording, photography, transcription, or public use of Program materials.

Participants agree to cooperate reasonably with Program-related reporting, impact measurement, sponsor reporting, funder reporting, and case study activities where required by applicable Program-Specific Terms or separate written agreement.

Participants must provide accurate, supportable, and reasonably verifiable information for case studies, reporting, monitoring, evaluation, sponsor reporting, funder reporting, grant reporting, impact measurement, and public-facing Program materials. Leading Cities may decline to publish, report, attribute, rely on, or continue using any outcome, claim, quote, metric, project description, case study information, or impact information that Leading Cities determines may be incomplete, inaccurate, misleading, unsupported, unverifiable, confidential, sensitive, legally restricted, reputationally inappropriate, or otherwise unsuitable for publication, reporting, or Program use.

25. Public Records and Similar Disclosure Laws

Participants acknowledge that materials shared with municipalities, public agencies, public officials, public institutions, or other public-sector entities may be subject to public records, freedom of information, open records, open meetings, procurement, or similar laws.

Leading Cities is not responsible for disclosure required by law by any public entity.

Participants are responsible for identifying any information they believe may be exempt from public disclosure and for complying with any procedures required by the applicable public entity. Marking information as confidential does not guarantee that the information will be exempt from disclosure under public records or similar laws.

26. Educational Content, Course Materials, and Program Materials

Leading Cities may provide training materials, course materials, templates, frameworks, toolkits, recordings, presentations, reports, worksheets, guides, data, research, and other Program materials.

Unless otherwise stated in writing, Leading Cities and its licensors retain all rights in Program materials. Participants may use Program materials for their internal Program-related purposes only and may not copy, distribute, publish, sell, sublicense, modify, create derivative works from, or commercially exploit Program materials without prior written permission.

Participation in a course, certification program, academy, forum, or other educational activity does not guarantee certification, reimbursement, grant approval, funding, procurement, investment, employment, business success, pilot execution, or any other outcome.

27. No Professional Advice

Programs may include mentoring, judging, feedback, technical assistance, introductions, educational sessions, office hours, panels, forums, pitch coaching, investor-readiness support, public-sector-readiness support, procurement-readiness support, or similar activities.

All such information is provided for general informational and educational purposes only. It does not constitute legal, financial, tax, investment, procurement, engineering, regulatory, insurance, accounting, technical, cybersecurity, medical, safety, or other professional advice.

Participants are responsible for obtaining their own professional advice and for making their own decisions regarding legal compliance, financing, procurement, technology, safety, insurance, investment, contracting, deployment, and business operations.

28. Participant Responsibilities and Taxes

Participants are responsible for their own costs, expenses, personnel, subcontractors, advisors, equipment, technology, products, services, travel, insurance, taxes, permits, licenses, compliance, and obligations unless a Program-Specific Term or separate written agreement expressly provides otherwise.

Participants are responsible for evaluating whether a Program is appropriate for them and whether participation is consistent with their legal, contractual, financial, operational, public-sector, and strategic obligations.

Participants are responsible for backing up their own materials, preserving their own records, and protecting their own intellectual property and confidential information.

Participants are responsible for all taxes, reporting, filings, withholdings, registrations, and other obligations arising from awards, grants, prizes, reimbursements, scholarships, discounts, benefits, payments, travel support, pilot funding, or other value received in connection with a Program.

Leading Cities may require tax forms, payment information, vendor information, banking information, or other documentation before providing any payment, reimbursement, award, grant, prize, or other benefit.

Leading Cities may withhold, report, or condition payment as required by applicable law or internal policy.

29. Disqualification, Removal, Suspension, Forfeiture, and Repayment

Leading Cities may disqualify, remove, suspend, or terminate a Participant from any Program, withhold or revoke Program benefits, reallocate awards, cancel participation, deny future participation, or require repayment where Leading Cities determines that such action is appropriate.

Grounds may include, without limitation, ineligibility, misrepresentation, incomplete or inaccurate information, failure to comply with these Master Terms or Program-Specific Terms, failure to participate in good faith, failure to attend required activities, failure to provide required documentation, failure to execute required agreements, failure to perform funded activities, misuse of funds, violation of law, violation of third-party rights, conflict-of-interest concerns, misconduct, unsafe conduct, reputational risk, sponsor or funder requirements, public-sector compliance concerns, or conduct harmful to Leading Cities, a Program, participants, sponsors, funders, partners, municipalities, agencies, communities, or Program integrity.

Where Leading Cities determines that cure is appropriate, Leading Cities may provide written notice and a reasonable opportunity to cure. Leading Cities is not required to provide a cure period where immediate action is necessary to protect safety, legal compliance, funds, Program integrity, public-sector relationships, sponsor or funder interests, community interests, participants, third parties, or Leading Cities’ reputation.

30. Release

To the fullest extent permitted by law, each Participant releases Leading Cities and its officers, directors, employees, contractors, agents, representatives, volunteers, sponsors, funders, partners, Solution Providers, judges, mentors, reviewers, evaluators, advisors, instructors, municipalities, agencies, service providers, and designees from any and all claims, liabilities, damages, losses, costs, expenses, actions, demands, and causes of action arising out of or relating to participation in a Program, submission of materials, evaluation or selection decisions, awards or non-awards, Program changes, Program cancellation, third-party conduct, third-party decisions, introductions, mentoring, judging, feedback, pilot facilitation, public-sector engagement, funding decisions, procurement decisions, investment decisions, deployment activities, publicity, reporting, and use of submitted materials as permitted by these Master Terms or applicable Program-Specific Terms.

This release does not apply to claims that cannot be released under applicable law, including claims arising from gross negligence, willful misconduct, or fraud to the extent such claims cannot be released under applicable law.

31. Indemnification

To the fullest extent permitted by law, each Participant agrees to defend, indemnify, and hold harmless Leading Cities and its officers, directors, employees, contractors, agents, representatives, volunteers, sponsors, funders, partners, Solution Providers, judges, mentors, reviewers, evaluators, advisors, instructors, municipalities, agencies, service providers, and designees from and against any and all claims, liabilities, damages, losses, costs, expenses, actions, demands, and causes of action, including reasonable attorneys’ fees, arising out of or relating to:

the Participant’s application, submission, materials, statements, representations, or omissions;

the Participant’s participation in a Program;

the Participant’s products, services, technology, software, data, personnel, subcontractors, or business operations;

the Participant’s pilot, deployment, demonstration, implementation, procurement, customer relationship, or third-party relationship;

the Participant’s violation of these Master Terms, Program-Specific Terms, or any separate written agreement;

the Participant’s violation of law, regulation, procurement rule, ethics rule, contractual obligation, confidentiality obligation, intellectual property obligation, privacy obligation, export control, sanctions requirement, anti-corruption law, or other obligation;

allegations that submitted materials or Participant products, services, technology, trademarks, logos, content, data, or materials infringe, misappropriate, or violate the rights of any person or entity;

misuse of funds, awards, grants, reimbursements, pilot funding, or other Program benefits;

personal injury, property damage, data breach, privacy violation, security incident, or other harm caused by the Participant or its products, services, personnel, subcontractors, or activities.

For Public-Sector Participants, indemnification, defense, and hold harmless obligations apply only to the extent permitted by applicable law and the Public-Sector Participant’s legal authority.

32. Limitation of Liability

To the fullest extent permitted by law, Leading Cities and its officers, directors, employees, contractors, agents, representatives, volunteers, sponsors, funders, partners, Solution Providers, judges, mentors, reviewers, evaluators, advisors, instructors, municipalities, agencies, service providers, and designees will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, lost profit, lost revenue, lost opportunity, lost data, business interruption, reputational, procurement-related, investment-related, deployment-related, or similar damages arising out of or relating to any Program, even if advised of the possibility of such damages.

To the fullest extent permitted by law, Leading Cities’ total aggregate liability arising out of or relating to any Program, these Master Terms, Program-Specific Terms, or Program participation will not exceed the greater of: (a) the amount paid by the Participant to Leading Cities for the specific Program giving rise to the claim during the six months preceding the claim; or (b) one hundred dollars ($100).

Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to a particular Participant.

33. Intended Beneficiaries

Sponsors, funders, partners, Solution Providers, judges, mentors, reviewers, evaluators, advisors, instructors, municipalities, agencies, service providers, and other Program stakeholders are intended beneficiaries of the protections, releases, disclaimers, indemnities, and limitations applicable to them under these Master Terms.

This section does not make any such person or entity a party to these Master Terms unless expressly stated in a separate written agreement.

34. Force Majeure

Leading Cities will not be liable for any delay, failure, cancellation, suspension, modification, or inability to perform resulting from circumstances beyond its reasonable control, including, without limitation, acts of God, natural disasters, severe weather, public health emergencies, war, terrorism, civil unrest, labor disputes, government action, public-sector delay, sponsor delay, funder delay, partner delay, technology failures, platform failures, cyber incidents, utility failures, transportation disruptions, venue closures, funding disruptions, supply chain issues, or other events beyond Leading Cities’ reasonable control.

35. Communications

Participants agree that Leading Cities may communicate with them regarding Programs, applications, registrations, submissions, events, courses, memberships, awards, benefits, reporting, surveys, Program opportunities, legal terms, privacy notices, and related matters using email, phone, video conference, messaging platforms, forms, portals, or other contact information provided by the Participant.

Participants are responsible for maintaining current contact information and monitoring Program communications.

36. Electronic Acceptance and Records

Participants may accept these Master Terms, Program-Specific Terms, privacy notices, applications, registrations, certifications, and related documents electronically, including by checking a box, typing a name, submitting a form, clicking a submit button, signing electronically, or otherwise indicating assent.

By electronically accepting or submitting a Program-related form, a Participant agrees that the electronic acceptance has the same legal effect as a handwritten signature.

Leading Cities may retain electronic records relating to Program submissions, acceptances, signatures, confirmations, communications, and applicable terms. Such records may include, without limitation, submitted forms, names, titles, organizations, email addresses, timestamps, checkbox records, typed signatures, electronic signature records, document version identifiers, terms references, confirmation emails, and other records generated or maintained in the ordinary course of Program administration.

Participants agree that Leading Cities’ electronic records may be used as evidence of submission, acceptance, signature, authorization, consent, and agreement to applicable terms. The validity or enforceability of these Master Terms, Program-Specific Terms, or any electronic acceptance is not dependent on Leading Cities maintaining any particular category of record, except to the extent required by applicable law.

37. Updates to These Master Terms

Leading Cities may update these Master Terms from time to time. Updated Master Terms will be effective as of the effective date stated in the updated version.

Unless otherwise stated, updates apply prospectively. A Program may continue to be governed by the version of the Master Terms in effect at the time of application, registration, acceptance, selection, award, or execution of a separate agreement, unless the Participant is required to accept updated terms or continued participation is conditioned on acceptance of updated terms.

Leading Cities may require Participants to accept updated terms as a condition of continued participation, receipt of benefits, awards, funding, reimbursements, certification, membership, pilot facilitation, or other Program opportunities.

38. Order of Precedence

If there is a conflict among applicable documents, the following order of precedence applies unless a signed written agreement expressly states otherwise:

a fully executed written agreement signed by Leading Cities and the Participant;

an applicable pilot agreement, award agreement, grant agreement, statement of work, sponsorship agreement, partner agreement, or other signed Program agreement;

applicable Program-Specific Terms, including any internal hierarchy stated in those Program-Specific Terms;

applicable challenge supplements, certification terms, course terms, member terms, event terms, schedules, rules, or other Level 3 Program documents, but only to the extent they address the specific Program, Challenge, course, certification, membership, event, schedule, rule, or benefit to which they apply;

these Master Terms;

the Leading Cities Privacy Policy and any applicable privacy notice;

application forms, registration forms, FAQs, website pages, marketing materials, emails, presentations, social media posts, informational materials, and other general communications.

More specific Program documents control over more general Program documents for the specific Program, Challenge, course, certification, membership, event, benefit, or activity they address, unless a higher-ranking signed agreement expressly states otherwise.

General communications, marketing materials, FAQs, website descriptions, emails, presentations, and other informal or informational materials are informational only and do not modify binding terms unless expressly incorporated in a signed written agreement or applicable Program-Specific Terms.

39. Severability; No Waiver; Assignment

If any provision of these Master Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions will remain in full force and effect. The invalid, unlawful, or unenforceable provision will be interpreted or modified to the minimum extent necessary to make it valid, lawful, and enforceable while preserving its intended effect as closely as possible.

Leading Cities’ failure to enforce any provision of these Master Terms or Program-Specific Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by Leading Cities.

Participants may not assign, transfer, delegate, or sublicense any rights or obligations under these Master Terms, Program-Specific Terms, or any Program without Leading Cities’ prior written consent.

Leading Cities may assign, transfer, or delegate its rights and obligations in connection with a Program, sponsorship, partnership, grant, funding arrangement, reorganization, or similar transaction, provided that doing so does not materially reduce Participant protections under applicable law.

40. Governing Law and Dispute Resolution

These Master Terms and any dispute arising out of or relating to these Master Terms, Program-Specific Terms, or any Program will be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles, unless prohibited by applicable law or modified by a separate written agreement.

Any dispute arising out of or relating to these Master Terms, Program-Specific Terms, or any Program shall be brought exclusively in the state or federal courts located in Massachusetts, and each Participant consents to the personal jurisdiction and venue of those courts, unless prohibited by applicable law or modified by a separate written agreement.

Nothing in this section prevents Leading Cities from seeking injunctive or equitable relief in any court of competent jurisdiction where necessary to protect intellectual property, confidential information, Program integrity, funds, public-sector relationships, sponsor or funder interests, or other urgent interests.

41. Notices

Legal notices to Leading Cities must be sent to:

Leading Cities, Inc.
50 Milk Street
Boston, MA 02109
Email: legal@leadingcities.org

Leading Cities may provide notices to Participants using the email address, mailing address, portal, platform, or other contact information provided by the Participant.

42. Entire Agreement

These Master Terms, together with applicable Program-Specific Terms, supplements, schedules, privacy notices, and any signed written agreements, constitute the agreement between Leading Cities and the Participant regarding the applicable Program.

They supersede prior or contemporaneous understandings, communications, representations, marketing materials, website descriptions, presentations, FAQs, or informal statements regarding the subject matter, except to the extent incorporated in a signed written agreement or applicable Program-Specific Terms.

43. Contact

Questions about these Master Terms may be directed to:

Leading Cities, Inc.
50 Milk Street
Boston, MA 02109
Email: legal@leadingcities.org
Website: www.leadingcities.org