LoU WOF-VFT Startup
This LETTER OF UNDERTAKING (“Undertaking”) is made by:
A company registered under the laws of the Country where this Undertaking is being executed hereinafter referred to as “Startup” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns), in favor 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).
- Startups shall mean the startup/SME who registers with the Wadhwani Venture Fastrack (“VFT Program”) through a technology enabled Platform (defined hereinafter) for VFT Program to help high-potential startups stabilize their operations, and develop strategies/approaches for scaling-up. The VFT Program will be leveraging the Platform by providing pro bono access to digital toolkits, expert mentors, employees, and investors with the intent of fast-tracking startups’ growth trajectory.
“Platform” shall mean the ‘Wadhwani Fastrack Platform’ which is intended to enable Incubators to access, and benefit from the Program. The Platform is a technology-enabled venue for startup /SMEs to:
- connect with their peers and exchange information and learnings;
- connect with professionals who have consented to act as consultants on an ‘on-demand’, pro-bono basis, for short-term projects, consulting assignments, advisory roles, and part-time resource needs; and
- learn about entrepreneurship and how they can transform their business.
The Platform is intended as forum for interaction and learning, and no sale of, or contracting for, products or services may take place on it. The Platform is owned by WOF which owns the rights to the same, and has the authority to deliver the Program to the Incubator through the Platform or otherwise.
- The Platform will provide Startups:
- Digital mentor – access to practical tool kits that aid experiential learning and guidance; and
- Corporate connects – Strategic support in connecting with medium and large companies across verticals;
- Investor connects – access to public and private funding sources as per requirements;
- ‘Go to market’ support – customer connects and marketing support.
- Access to master mentors who are seasoned entrepreneurs & domain experts;
NOW, THEREFORE, the Startup hereby understands and undertakes that:
- The Platform and VFT Program is being made available to the Startup on a pro-bono basis, for a stipulated period, in accordance with the terms of this Undertaking, and other terms and conditions of the VFT Program and the Platform;
- As part of the VFT Program, WOF may, at its sole discretion and without any liability and obligation, make the Platform available to the Startup;
- WOF, through the VFT Program, will work with the Startup to provide the following:
- access of all the knowledge modules, case studies and reference materials;
- road map of the VFT Program consisting of the various stages of the engagement, short term and long term business planning ranging from digital markets, value chain movements, geographic expansion, etc.;
- diagnostic/discovery of the problems faced by the Startup in course of its business, and produce a transformation plan, jointly in discussion with the Startup;
- suggest contacts and connect of the relevant consultants and service providers for assistance in implementation of suggested plans; and
- Program Management Office (PMO) support that may be helpful to the Startup to govern the business transformation.
- The business and all activities carried on by the Startup are lawful in nature and all the necessary permits, consents, registrations , required to conduct the Startup’s business under applicable law have been obtained and are valid and subsisting;
- As part of the VFT Program, the Startup may request or opt for commercial mentoring or other services engagement, with or without any fee, to be availed from the VFT Program’s external business mentors and/or other third-party empaneled service providers (together referred to as “Consultant”). The Startup agrees and acknowledges that such engagement with the Consultants shall be outside the scope of the VFT Program and this Undertaking and the parties to such engagement shall mutually agree to the terms and conditions of such engagement. While WOF may facilitate the engagement between the Startup and the Consultant, WOF, (including its affiliates, licensors, agents and representatives)shall in no way be associated or held liable for any engagement between the Startup and the Consultants;
- All information, VFT Program materials (including documents, presentations etc.), advice, suggestions, recommendations, internal communications, that the Startup may receive, is granted access to, or comes to its knowledge, as part of the VFT Program (collectively referred to as “Material”), shall be kept confidential by the Startup, and the Startup 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 Startup on a need to know basis only.
- Subject to the other terms and conditions for the use and access of the Platform, VFT 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.
- The Startup shall respect the time of the Consultants associated with the VFT Program and will always be proactive in communicating any changes in availability or unavailability, committed timelines, and committed tasks.
- The Startup shall along with its team members, shall collectively spend at least 12 (twelve) hours per month on the tasks in the work plan related to work streams of discovery or transformation and the PMO cadence set up by the VFT Program.
- The Startup undertakes to share, at the end of each calendar quarter, the information that VFT Program may request for accessing the effect of the mentorship and/or services on the business activity of the Startup. VFT Program may request for all or any of the following information on quarterly basis, and the Startup shall promptly provide the same to VFT Program:
- Details of all full-time and part-employees on the startups’ rolls;
- Details of contractors and service providers; and
- Number of customers, contract value, revenues, costs, funds raised, etc.
- The Startup shall ensure that all discussions between Startup and the VFT Program Consultants during the discovery phase shall be carried out in the physical or virtual/online presence of a WOF or a VFT Program’s team member.
- In consideration of the mentorship to be provided under the VFT Program, the Startup undertakes to ensure and cause that its key personnel and promoters shall devote sufficient time and effort as requested by the VFT Program for being a subject in the studies, surveys and cases being authored by the Consultants and also participate in video/mails/interviews/podcasts or any social media campaign during the interactions with VFT Program and the Consultants for building a repository of learning resources. With regard to the above, the Startup grants to WOF, the absolute right and permission to photograph, film and record (in any medium) the Startup’s and its personnel’s and promoter’s name, likeness, or image, including the right to use the same worldwide in any and all media, whether now known or hereafter devised, in whole or in part, in perpetuity, for any lawful purpose whatsoever without restriction. The Startup also grants to WOF a non-exclusive, irrevocable, worldwide, royalty-free license to reproduce, distribute, and publicly display the forgoing content in any and all media, in any locale, in perpetuity, for any purpose whatsoever.
- The Startup shall provide constructive feedback on Net Promoter Score related surveys conducted by VFT Program’s appointed officials, in context of the scope of work as defined in the transformation plan.
- The Startup undertakes and acknowledges that there may be delays, omissions or inaccuracies in information obtained through the use of the Platform. The information on the Platform and the Content being provided to the Startup does not constitute the rendering of investment, consulting, legal, accounting, tax, career or other advice or services. The Material should not be relied upon for making business, investment or other decisions or used as a substitute for consultation with professional advisors. WOF does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded or distributed through the Platform or made as part of the VFT Program. The Startup acknowledges and agrees that any reliance upon such opinion, advice, statement, memorandum, or information shall be at the Startup’s sole option, liability and risk.
- The VFT Program and the Platform, including all Content, 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, consultants, sponsors, employees, managers, directors, mentors, 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 Content is correct, accurate or reliable; (b) the functions contained on the Platform shall be uninterrupted or error-free; or (c) defects shall be corrected, or that the Platform or the server that makes it available is free of viruses or other harmful components. The Startup hereby acknowledges that use of the Platform is at the Startup’s sole risk. The provision of the VFT Program and Content to the Startup shall in no event be deemed to constitute sale of any products/services, as the same are being provided pro-bono and for facilitation of Startup’s business, and as such the provisions of the Consumer Protection (E-Commerce) Rules, 2020 shall not be applicable.
- The Startup agrees and acknowledges that under no circumstances shall WOF or any of its affiliates, licensors, officers, trustees, beneficiaries, agents, consultants, sponsors, employees, managers, directors, mentors, or representatives be liable for any claims/losses that directly or indirectly result from the use of the Platform or the Content, and the Material. The Startup shall protect, reimburse, and hold harmless the above persons in relation to such claims/losses.
- This Undertaking shall be effective from the date of on-boarding of Startup for the VFT Program, and shall be governed and interpreted pursuant to the laws of United States of America. The Startup expressly agrees that exclusive jurisdiction resides in the courts of Santa Clara, California. 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.