Client Terms of Service
These Client Terms of Service (the "Terms") govern the advisory, coaching, board advisory, policy strategy, and privacy and AI strategy consulting services (the "Services") which Lexplique provides to its clients ("you" or the "Client"). The Terms apply to every engagement together with the engagement letter, proposal or statement of work which describes that engagement (the "Engagement Letter"). If the Engagement Letter and these Terms conflict, the Engagement Letter controls for that engagement. By signing an Engagement Letter, requesting Services, or accepting Services, you agree to these Terms. Part B sets out the terms which apply to anyone who uses this website.
Part A: Terms for Clients
1. Services
1.1 Scope. Lexplique consults with the Client on strategic business and commercial questions, with particular depth in technology companies. Depending on the Engagement Letter, the Services may include business strategy, growth and go-to-market, capital strategy and fundraising readiness, board, investor and cofounder dynamics, hiring and organizational design, operations and scaling, policy and regulator strategy, industry and market practice in technology and data transactions, vendor and product considerations, privacy and AI governance treated as business strategy, founder and executive coaching, and independent board or advisory service.
1.2 Requests. The Client may request Services by email or another agreed written channel. Lexplique may decline any request which falls outside the Engagement Letter or which Lexplique reasonably believes would require it to provide legal services.
1.3 Personnel. Leila Golchehreh leads the Services on Lexplique's behalf. Lexplique may engage personnel or subcontractors to assist, provided they are bound by confidentiality obligations consistent with Section 4, and Lexplique remains responsible for their work.
1.4 No minimum commitment. Unless the Engagement Letter says otherwise, neither party commits to any minimum volume of Services, and the Client pays only for Services actually performed or for the retainer period actually engaged.
2. No Legal Services
2.1 Consulting only. Lexplique provides business consulting, advisory and coaching services only. The Services are not the practice of law. Lexplique does not provide legal services, legal advice or legal opinions to the Client or to anyone else, and nothing in these Terms, in an Engagement Letter, or in Lexplique's communications creates an attorney-client relationship between Lexplique (or any of its personnel) and the Client or any other person. Lexplique does not offer mediation services.
2.2 The Client's legal responsibility. The Client is solely responsible for obtaining its own legal advice and for all legal judgments, including legal research, analysis of applicable law and regulation, jurisdiction-specific requirements, and review of any document by its own counsel before it is used or relied upon. The Client receives Lexplique's input as business input, not as legal advice, and independently evaluates and verifies it before deciding whether and how to use it. The Client remains responsible for its own compliance obligations.
2.3 Communications with others. At the Client's request, Lexplique may communicate directly with the Client's board members, investors, employees, advisers, customers or other stakeholders. Any such communication is business consulting, and the Client remains responsible under Section 2.2.
2.4 No representations to others. The Client will not describe Lexplique or its personnel to any third party as its counsel, co-counsel, of counsel, or as an attorney acting on its behalf. If the Client refers to Lexplique's input, it will describe Lexplique as a business adviser or consultant.
2.5 No reliance as legal advice. The Client will not present Lexplique's input to any third party as legal advice and will not rely on it as a substitute for its own legal judgment or that of its counsel.
3. Fees and Expenses
3.1 Fees. Fees are set out in the Engagement Letter and may be structured as a monthly retainer, a fee per session, a project fee, or another basis the parties agree in writing, including by email. Fees are stated in United States dollars.
3.2 Changes. Lexplique may change its fees for future work on at least thirty (30) days' written notice. A change applies only to Services performed, or retainer periods beginning, after the notice period ends.
3.3 Expenses. The Client will reimburse reasonable, documented out-of-pocket expenses which it approves in writing in advance.
3.4 Invoices and payment. Unless the Engagement Letter says otherwise, Lexplique invoices retainers in advance and other Services monthly in arrears, with a description of the Services performed and any approved expenses. The Client will pay each undisputed invoice within thirty (30) days after receipt. If the Client disputes any part of an invoice in good faith, it will notify Lexplique in writing within fifteen (15) days after receipt and pay the undisputed portion on time.
3.5 Late payment. Undisputed amounts unpaid when due accrue interest at one percent (1%) per month, or the maximum rate the law permits if lower. Lexplique may suspend the Services on ten (10) days' written notice while undisputed amounts remain unpaid.
3.6 Taxes. Fees exclude sales, use, value added and similar taxes, which the Client pays where applicable. Lexplique is responsible for taxes on its own income.
4. Confidentiality
4.1 Confidential Information. "Confidential Information" means all non-public information one party (the "Discloser") discloses to the other (the "Recipient") in connection with the Services, including information about the Client's business, investors, employees, customers and plans, and all work product Lexplique prepares for the Client. It excludes information which: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidentiality; (c) the Recipient receives from a third party without a duty of confidentiality; or (d) the Recipient develops independently without using Confidential Information.
4.2 Obligations. The Recipient will use Confidential Information only for the purposes of the engagement, will protect it with at least reasonable care, and will not disclose it to anyone except as these Terms permit or the law requires. If the law requires disclosure, the Recipient will give the Discloser prompt notice, unless legally prohibited, so the Discloser can seek protection.
4.3 Minimum necessary. The Client will share personal information about its employees, customers or other individuals only to the extent reasonably necessary for the Services, and will anonymize such information where practical.
4.4 No privilege. Communications between Lexplique and the Client are business consulting communications and are not privileged. The Client is solely responsible for deciding what information to share with Lexplique and for any effect that sharing may have on any privilege or protection belonging to the Client.
4.5 Data handling. Lexplique will use commercially reasonable safeguards to protect Confidential Information and will not use it to train any artificial intelligence model made available to third parties. Lexplique's handling of personal information is described in its Privacy Statement.
4.6 Return and deletion. When an engagement ends, or earlier on the Discloser's request, the Recipient will return or delete the Discloser's Confidential Information, except copies it must keep by law or for its own records of the engagement, which remain subject to this Section 4.
4.7 Non-exclusivity. Lexplique may provide services to others, including companies in the same industry as the Client, provided it does not use or disclose the Client's Confidential Information in doing so.
4.8 Survival. This Section 4 survives the end of an engagement for five (5) years, and indefinitely for trade secrets and for personal information.
5. Relationship and Work Product
5.1 Independent contractor. Lexplique is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, fiduciary or agency relationship. Lexplique controls the manner and means of performing the Services and is responsible for its own personnel, benefits, insurance and taxes. Neither party may bind the other. Where Leila Golchehreh serves as an independent director or formal adviser, the terms of that appointment are set out separately.
5.2 Deliverables. "Deliverables" are the reports, memoranda, playbooks, materials and other work product which Lexplique prepares specifically for the Client and delivers under an Engagement Letter. On payment in full of the fees for the relevant engagement, Lexplique assigns to the Client all of its right, title and interest in the Deliverables, excluding Lexplique IP. Lexplique may keep copies of Deliverables for its records, subject to Section 4.
5.3 Lexplique IP. Lexplique may use its general know-how and previously or independently developed intellectual property, including ideas, techniques, concepts, methodologies, frameworks, templates and tools ("Lexplique IP"). Lexplique IP remains the property of Lexplique. To the extent Lexplique IP is included in a Deliverable, Lexplique grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, copy and modify that Lexplique IP as part of the Deliverable for the Client's internal business purposes.
5.4 Anonymized learning. Lexplique may use anonymized templates, document structures and general lessons derived from an engagement for its own know-how, provided that nothing identifies the Client or any individual and no substantive content specific to the Client is reused.
5.5 Client materials. The Client retains ownership of everything it provides to Lexplique and grants Lexplique a license to use it only to perform the Services.
6. Client Responsibilities
The Client will provide timely access to the information, people and decisions the Services reasonably require, and will ensure that information it provides is accurate and that it has the right to share it. Decisions about the Client's business remain the Client's. Lexplique's role is to advise; the Client decides.
7. Warranties and Liability
7.1 Standard of performance. Lexplique will perform the Services in a professional manner consistent with generally accepted standards for similar consulting services.
7.2 Disclaimer. Except as stated in Section 7.1, the Services and Deliverables are provided as is, without any other warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Lexplique does not guarantee any business, financing, legal or regulatory outcome.
7.3 Limitation of liability. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or business opportunity, arising out of these Terms or the Services, even if advised of the possibility. Lexplique's total liability arising out of these Terms and the Services will not exceed the fees the Client paid Lexplique in the six (6) months before the claim arose. These limits do not apply to a party's breach of Section 4, its gross negligence or willful misconduct, its fraud, or any liability which cannot be limited by law.
7.4 Time for claims. To the extent permitted by law, any claim arising out of the Services must be brought within one (1) year after the claim arose.
8. Term and Termination
8.1 Term. Each engagement begins on the date stated in the Engagement Letter and continues until completed or ended under this Section.
8.2 Termination. Either party may end an engagement for any reason on fifteen (15) days' written notice, or immediately on written notice if the other party materially breaches these Terms or the Engagement Letter and does not cure the breach within ten (10) days after notice. Lexplique may also end an engagement immediately if continuing would require it to provide legal services, or would create a conflict of interest it cannot resolve.
8.3 Effect. The Client will pay for all Services performed, retainer periods begun, and approved expenses incurred through the termination date. Sections 2, 3 (for amounts owed), 4, 5, 7, 9, 10 and 11 survive.
9. Dispute Resolution and Binding Arbitration
9.1 Informal resolution first. Before starting any formal proceeding, a party will give the other written notice describing the dispute, and the parties will try in good faith to resolve it through discussion between their principals for at least thirty (30) days after the notice.
9.2 Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms, any Engagement Letter, or the Services, including their formation, validity, interpretation, performance, breach or termination, and including the question of whether a dispute is subject to arbitration, which is not resolved under Section 9.1 will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures where the amount in controversy is below $250,000, and otherwise under its Comprehensive Arbitration Rules and Procedures, in each case as in effect when the arbitration is started. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration is San Francisco, California, and hearings may be held by video where the arbitrator permits. The Federal Arbitration Act governs the interpretation and enforcement of this Section 9. Judgment on the award may be entered in any court of competent jurisdiction.
9.3 Arbitration costs and fees. JAMS filing and arbitrator fees are allocated under the applicable JAMS rules. The arbitrator may award the prevailing party its reasonable attorneys' fees and costs.
9.4 Individual claims only. Each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, consolidated or representative proceeding. The arbitrator may not consolidate more than one party's claims or preside over any form of class or representative proceeding. If this Section 9.4 is found unenforceable as to a particular claim, that claim will be severed and brought in court under Section 10, and the remainder of this Section 9 continues to apply.
9.5 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek temporary or preliminary injunctive relief in a court under Section 10 to protect its Confidential Information or intellectual property pending arbitration.
9.6 Confidentiality. The existence, content and outcome of any arbitration are confidential, except as needed to enforce an award or as the law requires.
10. Governing Law and Venue
These Terms and any dispute arising out of them or the Services are governed by the laws of the State of California, without regard to its conflict of laws rules. Subject to Section 9, the state and federal courts located in San Francisco County, California have exclusive jurisdiction, and each party consents to their jurisdiction and waives any objection to venue there.
11. General
11.1 Notices. Notices must be in writing and sent by email with confirmation of receipt, or by a nationally recognized courier, to the addresses in the Engagement Letter. Notices to Lexplique may be sent to the email address stated in the Engagement Letter.
11.2 Assignment. Neither party may assign these Terms or an Engagement Letter without the other's prior written consent, except to a successor of all or substantially all of its business.
11.3 Entire agreement; amendments. These Terms and the Engagement Letter are the parties' entire agreement on their subject and supersede all prior discussions. Any amendment or waiver must be in writing and signed by both parties. Lexplique may update these Terms for future engagements by posting a revised version with a new effective date; an engagement is governed by the version in effect when its Engagement Letter is signed unless the parties agree otherwise.
11.4 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect.
11.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
11.6 No third-party beneficiaries. These Terms benefit only the parties and their permitted successors.
11.7 Counterparts and electronic signatures. Engagement Letters may be signed in counterparts and by electronic signature, each of which is an original.
Part B: Terms of Use for This Website
B.1 Information only. This website describes the Services and is provided for general information. Nothing on it is legal, financial, tax or investment advice, and nothing on it should be relied upon as a substitute for advice from a qualified professional about your specific circumstances. Browsing this website or contacting us through it does not create a client relationship, which is formed only by a signed Engagement Letter.
B.2 Permitted use. You may view, download and print pages of this website for your own non-commercial reference. You may not copy, republish, frame, scrape or otherwise exploit the website or its content, interfere with its operation, or use it for any unlawful purpose. Automated access other than ordinary search engine indexing is not permitted.
B.3 Intellectual property. This website and its content, including text, design, photographs and marks, are owned by Lexplique LLC or used with permission and are protected by copyright and other laws. The names and marks of other organizations referenced on this website belong to their owners.
B.4 Third-party links. This website links to third-party websites. Lexplique is not responsible for their content or practices, and a link is not an endorsement.
B.5 Disclaimer and liability. This website is provided as is and as available, without warranty of any kind. To the fullest extent permitted by law, Lexplique is not liable for any loss arising out of your use of, or inability to use, this website.
B.6 Privacy. Our handling of personal information is described in our Privacy Statement. Other legal notices are on the Disclaimers page.
B.7 Disputes. Sections 9 and 10 of Part A apply to any dispute arising out of your use of this website, with "Client" read as "you."
12. Contact
Questions about these Terms? Contact Lexplique LLC (siliconvalleytrust.com), Bay Area, California, USA. Phone: (202) 618-2349. Web form: Contact form.