Q Lab Membership Agreement

Q Lab Membership Agreement

This is a membership agreement between you (“The Client”) and Ribbonfarm Consulting, LLC.  located at 4 W. Garfield St. #4, Seattle 98119, USA (the “Consulting Firm”) effective on the date of submission.

A. Basic Terms

1. Services: During the course of the engagement, the Consulting Firm will provide consulting and support services to the Client in the form of analysis, recommendations and execution support in relation to a project (“Q Lab Project”) chosen by the Client. These services will be provided via shared online infrastructure known as “Q Lab”, on a shared basis alongside other similar projects (“Other Projects”) for other clients of the Consulting Firm

2. Providers:  Services will be provided by employees or partners of the Consulting Firm designated as Project Principals. Project Principals may be added or removed from the engagement with the consent of the Client over email. Initially, Venkatesh Rao will be the sole Project Principal.

3. Client Team: Services will be provided to a team of up to 3 individuals (“Client Team”) designated by the Client, who will be provided with access to Q Lab by the Consulting Firm.

B. Definition of Q Lab

Q Lab: All services will be provided through infrastructure, collectively referred to as “Q Lab”,  shared with members of other client projects (“Other Members”) supported by the Consulting Firm. Infrastructure will include, but not be limited to, the Breaking Smart Q Lab instance of Slack located at http://breakingsmart.slack.com (“the Q Lab slack”), video conference services such as http://zoom.us, email, and other channels selected at the discretion of the Consulting Firm. All users of these shared services, including members of the Client Team and Other Teams, and Project Principals, shall be designated “Members of Q Lab.”

C. Primary and Secondary Communications

1. Primary Communications: Consulting services will be provided through the Q lab slack in the form of  a) direct messaging between Project Principals and Client Team members, b) private channel conversations, on a channel restricted to the Client Team and Project Principals, and c) collaborative work on shared documents (such as, but not limited to, Google Drive documents) owned by the Client, and shared with Project Principals by the Client. These services shall collectively be termed “Primary Communications.”

2. Secondary Communications: The Consulting Firm may also provide ancillary services through the designated public and shared channels of the Q lab slack (open to all Q Lab Members), including, but not limited to, shared conversations, shared documents created by the Consulting Firm, group video conference sessions, and “office hours,” open to all Members of Q Lab.  These services shall collectively be termed “Secondary Communications.”

D. Liability, Confidentiality and Intellectual Property

1. Limitation of Liability: The Client may accept or reject any work output or consulting advice provided by the Consulting Firm at its sole discretion. The Client agrees to assume complete responsibility for all business risks associated with the use of the work output or consulting advice. The Consulting Firm’s sole responsibility will be to provide best-faith services and correct any errors in a timely manner.

2. Confidentiality and Non-Disclosure of Primary Communications: All Primary Communications shall remain strictly confidential and restricted to the Client Team and Project Principals.

3. Intellectual Property Rights: All rights to any intellectual property (IP) specific to the Client Q Lab Project generated by the Consulting Firm, and shared through Primary Communications, will reside with the Client. The Client shall have no IP rights in relation to Secondary Communications.

E. Secondary Communications and Rules of Conduct

1. Confidentiality of Secondary Communications: The Client agrees to participate in Secondary Communications at their own risk. The Client agrees that the Consulting Firm shall bear no responsibility for the confidentiality and non-disclosure of any Secondary Communications, and that it is the responsibility of the Client to restrict their use of Secondary Communications as necessary.

2. Rules of Conduct: The Client agrees to abide by the Rules of Conduct that will be posted on the Q Lab slack, and amended from time to time, by the Consulting Firm. These Rules of Conduct shall govern interactions among all Members of Q Lab, and govern matters such as, but not limited to, communication civility, harassment, and communications among Members.

F. Other

1. Membership Fee: The Client agrees to pay a membership fee of $250 per month, payable to Ribbonfarm Consulting, LLC, for the duration of the engagement. The fee will be payable by the first of every month.

2. Additional Primary Communications: The Client shall have the option to request additional primary communications, in the form of private video conference or in-person meetings. These shall be treated as Primary Communications, and billed separtely at an hourly rate set from time to time by the Consulting Firm.

3. Termination: Either the Consulting Firm or the Client may terminate this agreement via email, at any time, with one week’s notice over email. The Consulting Firm agrees to refund, on a pro-rata basis, any paid-up membership fees beyond the termination date.

4. Revision: This agreement may be revised at any time by the Consulting Firm with one week notice to the Client.

5. Arbitration: Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.