Terms of Service & Membership Covenant

Acceptance of Terms & Executive Eligibility

1. 1.1 Executive Prerequisite: Access to Her Scale Lab is reserved exclusively for female founders, co-founders, C-suite executives, and majority-equity enterprise leaders actively directing registered commercial businesses. Personal consumer use is expressly precluded.
2. 1.2 Diagnostic Gate: Membership is contingent on completing our initial triage intake review. HSL reserves the sovereign discretion to decline, defer, or refer applicants to external early-stage incubators if baseline scale readiness thresholds are unfulfilled.
3. 1.3 Bilateral Standing: By ratifying this Covenant, the individual executive warrants that they possess full legal and corporate authorization to bind their enterprise to the confidentiality, intellectual property, and financial obligations detailed across these provisions.

Membership Tiers & Billing Structure

The commercial relationship between the Member and HSL is founded upon transparent, automated financial commitments designed to ensure unbroken institutional momentum.

1. 2.1 Automated Settlement Mandate: By submitting debit/credit card or MPESA credentials via Paystack, the Member authorizes Her Scale Lab to process recurrent dues on the respective billing anniversary.
2. 2.2 Payment Failure Grace Window: In the event of an unsuccessful debit transaction, a 7-calendar-day automated re-try and remedy window is instituted. If dues remain outstanding after seven days, platform credentials and pod scheduling privileges will undergo administrative suspension.
3. 2.3 Taxes & Statutory Levies: All listed fees are inclusive of standard local fiscal provisions where applicable, with automated VAT e-receipts issued directly through Paystack.

Cancellation, Refunds & 90-Day Sovereign Pause Policy

1. 3.1 The 90-Day Sovereign Pause: We acknowledge that executive reality occasionally demands absolute tunnel focus—such as closing Series A equity financing, navigating acute operational restructuring, or managing family emergencies. Members in good standing are entitled to invoke a 90-Day Sovereign Pause per calendar cycle.

2. 3.2 Voluntary Cancellation: A member may voluntarily exit the covenant at any juncture via their billing dashboard or by notifying concierge@herscalelab.com. Cancellation takes effect at the expiration of the current paid billing cycle.
3. 3.3 Refund Policy: Due to immediate provisioning of proprietary diagnostic assets, frameworks, and curated syndicate matching, fees paid—including both the KES 3,500 onboarding triage and KES 1,000 monthly dues—are strictly non-refundable once the billing window commences.

The House Rule & Non-Circumvention Agreements

The foundation of Her Scale Lab rests upon absolute, unflinching transparency. Founders openly debate confidential cap tables, gross margins, supplier bottlenecks, and institutional investor negotiations inside our pods.

1. 4.1 Material Breach Penalties: Any willful disclosure of fellow members’ financial disclosures, valuation metrics, or customer accounts constitutes an immediate material breach.
2. 4.2 Immediate Expulsion & Legal Remedies: Breach of Clause 04 results in instantaneous revocation of membership without refund, formal notification to our peer syndicate, and immediate initiation of injunctive relief under the High Court of Kenya.

Intellectual Property & Sanctuary Materials

1. 5.1 Ownership of the HSL Scale OS: All diagnostic matrices, financial modeling spreadsheets, operational SOP repositories, executive playbooks, audio masterclasses, and programmatic curriculum remain the sole, unencumbered intellectual property of Her Scale Lab Limited.
2. 5.2 Internal Single-Entity License: Active members are granted a non-exclusive, non-transferable, revocable license to utilize Sanctuary SOPs and templates strictly for internal enterprise deployment within their single designated business entity.
3. 5.3 Resale & Public Extraction Ban: Members are prohibited from republishing, selling, syndicating, training generative AI models upon, or publicly redistributing any HSL vault assets without prior institutional licensing from our general counsel.

Mutual Code of Conduct & Peer Pod Etiquette

1. 6.1 The Sanctuary Culture: HSL is an intentional executive sanctuary. Discrimination, unsolicited hard-selling of services within pods, harassment, passive-aggressive conduct, or disruptive attendance in diagnostic clinics will not be tolerated.
2. 6.2 Pod Attendance & Reciprocity: Peer Advisory Pods succeed through mutual accountability. Repeated unexcused absences (exceeding two consecutive cycles) will prompt automatic reassignment to asynchronous status to protect pod cohesion.
3. 6.3 Constructive Candor: Members commit to offering radical, respectful, actionable feedback grounded in shared ambition, elevating one another toward durable operational scale.

Dealflow Facilitation & Disclaimer of Guarantees

1. 7.1 No Guarantee of Financing: Inclusion in the HSL Dealflow Room or introductions to capital partners do not guarantee investment term sheets, loan approvals, or commercial contract awards. Allocation outcomes depend wholly on independent diligence between the member and relevant third parties.
2. 7.2 Independent Due Diligence: Members remain solely responsible for validating prospective investors, structuring capital tables, complying with the Capital Markets Authority (CMA) guidelines, and retaining independent legal counsel prior to executing binding investment instruments.

Termination & Revocation of Sanctuary Access

1. 8.1 Termination for Cause: HSL reserves the sovereign authority to terminate or revoke membership credentials immediately if a member engages in fraudulent representations, violates House agreements, defames fellow sanctuary leaders, or repeatedly fails commercial reconciliations.
2. 8.2 Post-Termination Obligations: Upon termination or voluntary exit, clauses pertaining to Confidentiality (04), Intellectual Property (05), and Dispute Resolution (09) survive indefinitely and continue to bind the member and their corporate successors.

Dispute Resolution & Governing Law

1. 9.1 Jurisdiction: This Covenant and any associated non-contractual disputes arising from ecosystem participation shall be governed by, and construed in accordance with, the laws of the Republic of Kenya.
2. 9.2 Bilateral Mediation: In the event of any operational conflict, the parties agree to first enter good-faith mediation facilitated by the Nairobi Centre for International Arbitration (NCIA) or an accredited commercial mediator in Nairobi prior to initiating adversarial litigation.
3. 9.3 Severability: If any provision of this Covenant is determined to be unlawful, void, or unenforceable by an authorized court, that provision shall be severed without affecting the validity and enforceability of the remaining clauses.