LoU WOF-VFT Mentor

Letter of Undertaking for the Wadhwani Venture Fastrack Program

This LETTER OF UNDERTAKING (“Undertaking”) is made by either an individual or a lawfully registered legal entity hereinafter “Mentor” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns), in favour of:

Wadhwani Operating Foundation, a California nonprofit public benefit corporation, with offices at Four Main Street, Suite 210, Los Altos, CA 94022, hereinafter referred to as “WOF” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns).


The Mentor is furnishing this Undertaking pursuant to the Mentor being onboarded by WOF through its technology platform (“Platform”) to facilitate the provision of the certain services offered by the Mentor, inter alia, in relation to services related to either business consultancy or business operations (“Services”) to the startup (“Entrepreneur”) who have registered on the Platform as a beneficiary for availing the benefits of various pro-bono services and/or mentoring, offered by WOF through the ‘Wadhwani Venture Fastrack Program’ (“Program”).

NOW, THEREFORE, the Mentor hereby understands and undertakes that:

  1. The Mentor has obtained all the necessary permits, consents, registrations, etc., required to conduct its business under applicable law and are valid and subsisting, and shall be maintained throughout the term of the arrangement as contemplated between the Mentor and WOF.
  2. WOF is only a facilitator of the engagement between the Entrepreneur and the Mentor, and WOF (including its affiliates, licensors, agents and representatives) shall in no way or for any reason whatsoever, be associated or held liable for any engagement between the Entrepreneur and the Mentor.
  3. All information, Program materials (including documents, presentations etc.), advice, suggestions, recommendations, internal communications, that the Mentor may receive, is granted access to, or comes to its knowledge (collectively referred to as “Material”), shall be kept confidential by the Mentor, and the Mentor shall undertake all measures to ensure that such is kept confidential and disclosure of the such information is made only to the employees, officers, directors or representatives of the Mentor on a need to know basis only.
  4. Subject to the other terms and conditions for the use and access of the Platform, Program and the Material, the copyright in all Materials, features and functionality on the Platform, including text, graphics, videos, audio recordings, software, algorithms, artwork, interfaces, photographs, logos, icons, and images and the selection and arrangement thereof along with any enhancements to or derivative works thereto (collectively, “Content”) is the exclusive property of WOF, and/or its licensors. None of the Content shall be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, without the prior written permission of WOF. All rights not expressly granted are hereby reserved.
  5. The terms and conditions of the Mentor’s engagement with the Entrepreneur shall be subject matter of the separate arrangement pursuant to which the Mentor shall work with the Entrepreneur based on the specific requirements of the Entrepreneur. In the course of providing Services to the Entrepreneur, the Mentor may charge the Entrepreneur for the Services on terms that are mutually agreed upon between the Entrepreneur and Mentor. WOF (including its affiliates, licensors, officers, trustees, beneficiaries, agents, or representatives) shall no way will be associated or liable under such engagement.
  6. The Mentor shall act bonafide at all times in the best interest of the Entrepreneurs and perform the Services in an efficient and professionally competent manner and Services shall be offered strictly in that context only.
  7. The Mentor shall maintain the required professional integrity, decorum, ethics, and cultural sensitivities while providing the Services to the Entrepreneur irrespective of gender, demography and cultural background.
  8. The Mentor shall uphold the Entrepreneur’s need to maintain confidentiality of any information shared with the Mentor and shall not use the same for any purpose other than to provide the Services.
  9. The Mentor shall not copy, use, disclose, transfer, decompile, reverse engineer or refer any written materials, whether frameworks, methods, processes etc. received from one Entrepreneur in another engagement or otherwise for the Mentor’s own benefit, without the Entrepreneur’s prior permission.
  10. The Mentor shall not commit or cause the Entrepreneur to commit plagiarism or a breach of any copyright, patent, trademark or any other existing intellectual property rights belonging to any person.
  11. The Mentor shall respect Entrepreneur’s time and will always be proactive in communicating any changes in the Mentor’s availability, committed timelines and committed tasks.
  12. The Mentor shall inform WOF proactively regarding any prolonged unavailability, for better planning.
  13. The Mentor shall provide the Entrepreneur and WOF sufficient and reasonable notice in the event that the Mentor decides to discontinue providing the Services.
  14. All discussions between the Mentor and Entrepreneurs during the discovery phase, if applicable, should always be carried out in the physical or virtual/online presence of a WOF team member.
  15. Any proposal that the Mentor shall extend or proposes to the Entrepreneurs should initially be shared with WOF.
  16. That there may be delays, omissions or inaccuracies in information obtained through the use of the Platform. The Platform and access to the Program is provided “as is” and “as available,” without any warranties of any kind. To the fullest extent permissible under applicable law, WOF (including its affiliates, licensors, agents and representatives) disclaim all warranties, express, implied, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, but without limitation, WOF does not represent or warrant that: (a) the functions contained on the Platform shall be uninterrupted or error-free; or (b) defects shall be corrected, or that the Platform or the server that makes it available is free of viruses or other harmful components. The Mentor hereby acknowledges that use of the Platform is at the Mentor’s sole risk. Nothing contained hereunder shall be deemed to constitute a sale of any products/services by WOF to Mentor, and as such the provisions of the Consumer Protection (E-Commerce) Rules, 2020 shall not be applicable.
  17. The Mentor agrees that under no circumstances shall WOF or any of its affiliates, licensors, officers, trustees, beneficiaries, agents, or representatives be liable for any claims/losses that directly or indirectly result from the arrangement contemplated between the Mentor and WOF.
  18. This Undertaking shall be effective from the date of on-boarding of Mentor, and shall be governed and interpreted pursuant to the laws of United States of America. The Mentor expressly agrees that exclusive jurisdiction resides in the courts of California, United States of America. If any part of Undertaking is unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.