LEAN STARTUP CO. TERMS AND CONDITIONS FOR STARTUP COACHING
These Terms and Conditions are entered into between the Client and Lean Startup Co., LLC, a Limited Liability Company, whose registered office is at 440 N. Barranca Ave #2197, Covina, CA 91723. (“LSCo”) These Terms and Conditions form an agreement between Client and LSCo.
- Performance of Services. LSCo agrees to perform professional services (collectively the “Services”) and provide deliverables (collectively “Deliverables”) to the Client with respect to the project substantially in accordance with the terms and conditions contained herein.
- Scope of Service and Deliverables. The Scope of Services to be undertaken by LSCo and the Deliverables to be provided to the Client are described in Exhibit A.
- Time of Performance. LSCo agrees that it shall diligently perform the Services specified in Exhibit A. LSCo’s ability to perform these services are, in part, dependent on information, decisions, and activities by others, including the Client, which LSCo does not and cannot control, and that to the extent that delays occur due to such circumstances beyond LSCo’s control, the time of performance cited in Exhibit A may be modified, provided LSCo has provided Client with prior written notice.
- Compensation. The compensation and timing of said compensation to be paid to LSCo for its Services provided hereunder are described in Exhibit A.
- Intellectual Property. LSCo owns all right, title and interest in and to the intellectual property or other proprietary rights in the Services and Deliverables, including with respect to the LSCo’s trademarks, tradenames and logos and the Lean Startup Co. materials (“LSCo IP”). Client shall not use the LSCo IP, or any derivative or improvement thereof, or any information gained in connection with the receipt of the Services to provide to third parties services similar to the Services.
- Warranty Disclaimer; Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LSCo MAKES NO WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR DELIVERABLES PROVIDED HEREUNDER, AND LSCo SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, USAGE OR TRADE WITH RESPECT THERETO, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. LSCo WILL NOT BE LIABLE FOR ANY LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY OTHER PARTY. IN NO EVENT WILL LSCo BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY WORK STATEMENT; HOWEVER CAUSED AND (TO THE FULLEST EXTENT PERMITTED BY LAW) UNDER ANY THEORY OF LIABILITY, INCLUDING NEGLIGENCE, EVEN IF LSCo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LSCo BE LIABLE FOR AN AMOUNT GREATER THAN THE TOTAL AMOUNTS PAID BY CLIENT TO LSCo HEREFUNDER. CLIENT ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY EXCEPT THAT THE ABOVE LIMITATION SHALL NOT APPLY WHEN THE LOSS OR DAMAGE IS CAUSED AS A RESULT OF FRAUD, WILLFUL MISCONDUCT, OR LACK OF GOOD FAITH ON THE PARTY OF LSCo’S PERSONNEL.
- Changes. Changes in the terms and conditions, including but not limited to additional Services, may be made only by written agreement of the parties.
- Assignment. LSCo or its assignee may assign its rights to receive payment due as a result of performance of Exhibit A to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of commercial purchase card), LSCo may not assign its rights to receive payment under these terms and conditions.
- Disputes. These terms and conditions are subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties, to these terms and conditions, to reach agreement on a request for equitable adjustment, claim, appeal, or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The LSCo shall proceed diligently with performance of these terms and conditions, pending final resolutions of any dispute arising under these terms and conditions.
- Period of Performance. The Period of Performance is as stated in Exhibit A.
- Termination for Convenience. Either party reserves the right to terminate these terms, or any part hereof, for its sole convenience. In the event of such termination, LSCo shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the services stated in Exhibit A, any such fees that are outstanding will become immediately due and payable.
- Termination for Cause. Either party may terminate these terms, or any part hereof, for cause in the event of any default by either party, or if either party fails to comply with any terms and conditions, or fails to provide the Client, upon request, with adequate assurances of future performance. In the event of termination for cause, the Client shall not be liable to the LSCo for any amount for supplies or services not accepted, and the LSCo shall be liable to the Client for any and all rights and remedies provided by law. If it is determined that either party shall be liable for any and all rights and remedies provided by law. If it is determined that either party improperly terminated these terms for default, such termination shall be deemed a termination for convenience.
- Compliance with Applicable Laws. LSCo shall comply with all applicable Federal, State, and local laws, executive orders, rules and regulations applicable to its performance of the Services.
- Scope Changes. Scope changes may be reviewed and approved via email by both parties, and both parties must mutually agree on dates.
- Payment Terms. Payment terms are 100% payment in advance of the first session.
- Unused Coaching. Client will not be refunded or receive a discount to the amount paid due to unused coaching or training sessions.
- Testimonial. Lean Startup Co. kindly requests a testimonial after the training, if willing.
- Session Recording. For our own internal faculty evaluation use, the sessions may be recorded by LSCo. Client may not record sessions.
- Feedback. LSCo. will provide a survey link for training participants to give their feedback on the training sessions. If the Client administers their own internal survey, they agree to give LSCo the results within 1 week of training.
Scope of Startup Coaching Services & Deliverables for Client
This Exhibit A is an exhibit to the Agreement entered into by and between Lean Startup Co., LLC (“Consultant” or “Lean Startup Co.”) and the Client as of the Effective Date that the Client pays for the Services.
- Start Date: April 3, 2023
- Completion Date: April 28, 2023
- Format: Remote via Lean Startup Co. Zoom and Trello accounts
- Participants: Up to 3 members of the Client’s startup team
- Scope for Sessions: Lean Startup co. will support Client to…
- identify assumptions to test next
- prioritize next experiment to run
- design next experiment to run
- analyze experiment results
- address questions, challenges and provide ongoing support
- Out of Scope for Sessions: Lean Startup Co. will not support Client to…
- run experiments
- Move through the build-measure-learn (BML) loop faster
- Make decisions more quickly whether to pivot, persevere or kill the project
- Track the right metrics and KPIs based on leading indicators and validated learning
- Get ongoing support and assistance with implementation challenges