PLEASE READ THIS COACH MARKETPLACE PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the Coach) and us (LEANSTACK). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you participate in our Coach Marketplace Program unless you agree to them. By participating in our Coach Marketplace Program, you are agreeing to these terms.
We periodically update these terms and we will let you know when we do via email.
“Coach Marketplace Program” means our coach marketplace program as described in this Agreement.
“Active Coach” means that you have an active coach subscription and meet the eligibility requirements for your Coaching tier.
“Inactive Coach” means that you do not meet the criteria of an Active Coach (defined above.)
“Coaching Client” means an organization or team to whom you are assigned to coach.
"Coaching Client Data" means all information that Coaching Client, or you acting on Coaching Client’s behalf, submits or collects via the LEANSTACK Products and all materials that Coaching Client, or you acting on Coaching Client’s behalf, provides or posts, uploads, inputs or submits for public display through the LEANSTACK Products.
"Coaching Capacity Limits" means the number of active Coaching Clients you can serve at any given time.
“Qualified Coaching Sessions” means those coaching sessions that are eligible for a Revenue Share pursuant to the ‘Qualified and Non-Qualified Coaching Sessions’ section of this Agreement.
“Non-Qualified Coaching Sessions” means those coaching sessions that are not eligible for a Revenue Share pursuant to the ‘Qualified and Non-Qualified Coaching Sessions’ section of this Agreement.
“Coaching Client Revenue Share” means an amount equal to 75% of the Net Monthly Revenue paid to us by a Coaching Client for Qualified Coaching Sessions that occurred in the given month.
“Coach Eligibility Requirements” mean you 1) have purchased and maintain an active subscription to a coach plan; and 2) have completed training and/or certification requirements outlined in the Coach Marketplace Program Policies. For the purposes of this Agreement, the initial commitment to Subscription Service must be at minimum a twelve (12) month period to fulfill the Subscription Service requirement described in 1) above.
“Customer Terms of Service” means those terms and conditions located at http://ask.leanstack.com/leanstack-terms-and-policies/terms/customer-terms-of-service, as modified from time to time.
“List Price” means the standard pricing for the Subscription Service as listed at http://leanstack.com/pricing/. We reserve the right to change such pricing at any time.
"LEANSTACK Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“LEANSTACK Products” means both the Subscription Service and Other Products.
“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
“Program Policies” means the policies applicable to you which we have published at Coach Marketplace Program Policies.
“Subscription Service” means our web-based continuous innovation management software that is subscribed to, and developed, operated, and maintained by us, accessible via https://leanstack.com. Only the LEANSTACK Academy plans that bundle one-on-one coaching are eligible under this agreement: (i) LEANSTACK Academy Basic, (ii) LEANSTACK Academy Monthly, and (iii) LEANSTACK Academy Sprints.
"We", "us", “our”, and “LEANSTACK” means LEANSTACK, Inc.
“You” and “Coach” means the party, other than LEANSTACK, entering into this Agreement and participating in the Coach Marketplace Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
3. Qualified and Non-Qualified Coaching Sessions
a. Coach Rights and Obligations. We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to provide coaching services as a LEANSTACK certified coach to Coaching Clients.
b. Compliance with Program Policies. You will comply with the terms and conditions of this Agreement at all times, including the Coach Marketplace Program Policies, which are incorporated herein by reference. The Program Policies may include requirements that you must complete in order to qualify for a certain coaching tier and may also require that you purchase certain products or services to participate in the Coach Marketplace Program.
c. Non-Qualified Coaching Sessions. Non-Qualified Coaching Sessions are structured as part discovery and part coaching and are used to qualify Coaching Client leads. These Non-Qualified Coaching sessions provide the coach an opportunity to practice their coaching skills, get feedback from us, and build up their marketplace reputation, which is used to qualify for certain coaching tiers and is one of the key factors in our Matching Criteria for matching you to a Coaching Client.
d. Types of Coaching Sessions. Non-Qualified Coaching Sessions are typically business model diagnostics, e.g. Lean Canvas Diagnostic, Traction Roadmap Diagnostic. The initial Qualified Coaching Sessions may be diagnostics but are more typically structured around LEAN sprints where the focus is on business model validation activities and experiments.
e. Coaching Session Length. All Qualified and Non-Qualified coaching sessions are scheduled for 45 minutes.
f. Coaching Session Scheduling. All Qualified and Non-Qualified coaching sessions are scheduled using a Calendly integration built into the LEANSTACK app. We will provide you with a Calendly account where you can publish your available time slots for coaching sessions.
g. Coaching Session Reporting Requirements. After each coaching session, you will need to create a short report in the Diagnostics area of the LEANSTACK app and upload a recording of the coaching session, unless the Coaching Client objects to being recorded. These coaching session reports are shared with both the Coaching Client and us. We periodically review these coaching session reports and recordings to ensure Coaching Client outcomes are being met and to provide ongoing feedback and training to Coaches.
h. Program Limits. Your Coaching Capacity Limits are outlined in the Coach Marketplace Program Policies.
i. Eligibility Requirements. You will need to conduct a minimum number of coaching sessions specified in the Coach Marketplace Program Policies in order to meet the eligibility criteria to conduct Qualified Coaching sessions.
j. Other Eligibility Requirements. To be eligible for a Revenue Share, the Coaching Client must be registered into one of our coaching plans and be explicitly assigned to you by us in accordance with the ‘Matching Criteria’ section. You are not eligible to receive a Revenue Share or any other compensation from us based on transactions for Other Products, or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us with respect to a given transaction; (iii) the Coaching Client has paid or will pay such coaching fees, referral fees, or other compensation directly to you; (iv) the Coaching Client participates in this Program, or (v) for any Qualified Coaching Sessions with Coaching Client that precede in time to you becoming a Coach in this Program under this Agreement.
We may terminate this Agreement and/or discontinue Revenue Share payment(s) should you fail to meet any of the eligibility criteria set forth in this subsection of the Agreement or as outlined in the Program Policies at any time.
k. Matching Criteria for Coaching Clients. We generally try to match Coaching Clients to Coaches based on (i) a Coach's Capacity limit, (ii) any prior Non-qualified coaching sessions the Coach has conducted with the Coaching Client, (iii) the Coaching Client's product stage to Coach experience fit, (iv) the Coaching Client's product domain to Coach expertise fit, (iv) the Coaching Client's preferred language, and (v) the Coaching Client's geography, in that order.
Notwithstanding the foregoing, we may choose not to assign you a Coaching Client, at our reasonable discretion.
Once a valid Coaching Client is matched we will notify you and if you accept, we will process their registration and provision the Subscription Service for the Coaching Client and assign you as their Coach.
4. Revenue Share and Payment.
a. Requirements for Payment; Forfeiture. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through Docusign), fulfilled all eligibility requirements to be a Coach under this Agreement and are in compliance with this Agreement; (ii) provided us with all of your account information, including your bank information; and (iii) submitted to us all the necessary and valid tax documents and the documents have been approved. Please see the Coach Marketplace Program Policies for the applicable list of documents that need to be submitted to us and the required method of delivery. In order for you to receive the Revenue Share you must have submitted the required documentation set out in this section no later than thirty (30) days after the end of any given fiscal quarter. If we have not received such documentation within this timeframe, we will not process the Revenue Share payment until the next fiscal quarter payment date for applicable Qualified Coaching Sessions.
All payments by LEANSTACK will be made by bank transfer and it is your responsibility to ensure that you have provided us with the most up-to-date and correct bank information to facilitate the transfer. We will not issue payment by any other means.
Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) if any of the requirements set forth in this section, Section 4. a., remain outstanding for six (6) months immediately following the close of a Qualified Coaching Session, or (ii) we have attempted to pay you a Revenue Share for a Qualified Coaching Session by bank transfer, and the attempt was unsuccessful (as confirmed by bank notice), to no fault of our own; and (iii) we reached out to either the Primary Contact, Billing Contact or Decision Maker Contact on your account (all of which you can update in app) to obtain the necessary information and have not received a response; and (iv) six (6) months has passed since the date of the initial, failed bank transfer described herein, then your right to receive Revenue Share arising from any and all Qualified Transactions(s) with the associated Coaching Client will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Revenue Share associated with a Forfeited Transaction.
Once you comply with all of the requirements in this Section 4 then you will be eligible to receive Revenue Share on Qualified Coaching Sessions, as long as these Qualified Coaching Sessions do not involve the same Coaching Client associated with a Forfeited Transaction.
b. Revenue Share Payment. We will pay the Revenue Share amount due to you within thirty (30) days after the end of each fiscal quarter in an amount equal to the Net Revenue we recognize as revenue from Qualified Coaching Sessions during such quarter, times the Revenue Share percentage.
If we update this Agreement to include additional products for which you are eligible to earn Revenue Share, the obligation to pay this additional Revenue Share amount will apply starting on the first day of the month when the additional product was included in the Agreement.
c. Value-based Fees. Our coaching products are sold on Coaching Client outcomes and not by Coaching Session hours. In other words, we assess a single "project fee" for the work, so that there is never a “meter running”. While we structure, time-box, and limit the number of Coaching Sessions per month based on the plan the Coaching Client purchased, you need to be prepared to invest whatever additional time may be needed to prepare for a session, answer questions, clarify steps, and/or check-in with teams in between sessions.
d. Taxes. You are responsible for payment of all taxes applicable to the Revenue Share. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
5. Training and Support
a. Training and Support. We will make available to you, without charge, various webinars and other resources made available as part of our Program. We will also make available to you a Coach Toolset, accessible through your LEANSTACK portal. We may change or discontinue any or all parts of the Coach Toolset, and any other Program benefits or offerings at any time without notice.
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Coach Marks”) in connection with the Coach Marketplace Program and this Agreement.
During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Coach Marketplace Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
7. Proprietary Rights
a. LEANSTACK's Proprietary Rights. No license to any software is granted by this Agreement. The LEANSTACK Products are protected by intellectual property laws. The LEANSTACK Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the LEANSTACK Products. LEANSTACK, the LEANSTACK logo, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers, coaches, and partners to comment on the LEANSTACK Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the LEANSTACK Products, without payment to you.
As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) LEANSTACK customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
9. Opt Out and Unsubscribing
10. Term and Termination
a. Term. This Agreement will apply for as long as you participate in the Coach Marketplace Program, until terminated.
b. Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.
c. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
d. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (iii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
e. Effects of Expiration/Termination. Expiration or termination of this Agreement for any reason does not terminate your Subscription Service. Your purchase and use of the Subscription Services is governed by the Customer Terms of Service. Otherwise, expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you any earned Revenue Share, so long as the related payment by the Coaching Client is recognized by us within thirty (30) days after the date of such termination or expiration. You will receive one (1) last payment of Revenue Share upon completion of the quarter in which the related payment by the Coaching Client is recognized. We will not pay you fees on Coaching Client payments recognized by us after thirty (30) days after the date of such termination or expiration. Provided, however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Revenue Share will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Revenue Share prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Revenue Share after expiration or termination of this Agreement.
Upon termination or expiration, you will immediately discontinue all use of our trademark and will remove all LEANSTACK badges and references to this Program from your website(s) and other collateral.
11. Coach Representations and Warranties
You represent and warrant that: (i) your participation in this Coach Marketplace Program will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to use and to grant to us our right to use the Coach Marks.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Coach Marketplace Program, (b) your non-compliance with or breach of this Agreement, or (c) our use of the Coach Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
13. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE LEANSTACK PRODUCTS, LEANSTACK CONTENT, THE COACH MARKETPLACE PROGRAM, THE PARTNER PROGRAM OR THE TEST PORTAL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE TEST PORTAL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE LEANSTACK PRODUCTS, COACH MARKETPLACE PROGRAM, PARTNER PROGRAMS , AND TEST PORTAL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE LEANSTACK PRODUCTS, THE COACH MARKETPLACE PROGRAM, PARTNER PROGRAM, AND THE TEST PORTAL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL REVENUE SHARE AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED QUALIFIED COACHING SESSIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at http://ask.leanstack.com/en/articles/4516613-leanstack-coach-marketplace-agreement and we will let you know via email. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.
If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate sixty (60) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Texas, without regard to the conflict of laws provisions thereof. In the event, either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue, and jurisdiction of such action shall be in the state and federal courts in Austin, Texas.
c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
d. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
e. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
f. Compliance with Applicable Laws. You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the LEANSTACK Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the LEANSTACK Products to prohibited countries or individuals or permit the use of the LEANSTACK Products by prohibited countries or individuals.
g. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
h. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To LEANSTACK, Inc.: LEANSTACK, Inc., 5409 Montview Street, Austin, TX 78756, U.S.A. Attention: General Counsel
To you: your address as provided in our account information for you.
We may give electronic notices by general notice via the coach portal and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center in the coach portal. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
i. Entire Agreement. This Agreement is the entire agreement between us for the Coach Marketplace Program and supersedes all other proposals and agreements (including all prior versions of the LEANSTACK Coach Marketplace Program Agreement, if any), whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of the LEANSTACK Products or dependent on any oral or written public comments made by us regarding future functionality or features of the LEANSTACK Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
j. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
l. Program Policies. We may change the Program Policies from time to time by updating our website. Your participation in the Coach Marketplace Program is subject to the Coach Marketplace Program Policies, which are incorporated herein by reference.
m. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the LEANSTACK Products, our trademarks, or any other property or right of ours.
n. Sales by LEANSTACK. This Agreement shall in no way limit our right to sell the LEANSTACK Products, directly or indirectly, to any current or prospective customers.
o. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
p. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Revenue Share and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.