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DAVID P. NEMECEK, IR. (State Bar No. 194402)
david@f0rtress—1aW£OIn Hectmnicauy
THE FORTRESS LAW FIRM, INC. D
555 California Street, Suite 4925 by Supenar Court chahforma, County o! San Matea
San Francisco, CA 94 1 04 UN 7/5/201 9
Telephone: (415) 659-1946 B).- fsfUna Fina"
Facsimile: (4 15) 723-7370 02PM! Clerk
Attorneys for Plaintiff BOOTUP VENTURES, LLC
KOOONQUI-P
SUPERIOR COURT 0F THE STATE 0F CALIFORNIA
COUNTY 0F SAN MATEO
UNLIMITED JURISDICTION
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19'C'V'03869
BOOTUP VENTURES, LLC, Case No.
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COMPLAINT FOR BREACH 0F
12 Plaintiff, CONTRACT, CONVERSION, UNJUST
ENRICHMENT AND DECLARATORY
13 v. RELIEF
14 BLUE CAMPHOR TECHNOLOGIES
PRIVATE LIMITED DBA SKILLSPEED,
15 SANJAY VERMA and DOES 1—20,
16 Defendants.
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NATURE OF THE ACTION AND OVERVIEW
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1. Plaintiff BootUp Ventures, LLC (“BootUp Ventures”) brings this action to compel
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Defendants Blue Camphor Technologies Private Limited (“Skillspeed”) and Sanj ay Verma to
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return $37,500 in funds they misappropriated. The fimds paid by BootUp Ventures were to be
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used by Skillspeed to pay for costs associated With a venture established by the parties to provide
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educational services to a client of BootUp Ventures, but Defendants misappropriated the funds,
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sabotaged the venture and failed and refused to pay the educators who provided the educational
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services.
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COMPLAINT
THE PARTIES
2. Plaintiff BootUp Ventures isa limited liability company organized under the laws
0f the state 0f Delaware with itsprincipal place 0f business in San Mateo County, California.
BootUp Ventures serves in part as an educator for individuals, startups and technology
companies. BootUp Ventures provides its clients with education offerings t0 develop their skills
in the fields 0f coding, data science, artificial intelligence and machine learning.
3. Defendant Blue Camphor Technologies Private Limited is a corporation organized
under the laws 0f India with itsprincipal place 0f business in Bangalore, India. Blue Camphor
Technologies does business using the fictitious name 0f Skillspeed. Skillspeed acts as a
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temporary employment agency for teachers that it deploys t0 perform those services.
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4. Defendant Sanjay Verma is an individual residing in Bangalore, India. Verma
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serves at the Chief Executive Officer 0f Skillspeed.
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5. Plaintiff is ignorant 0f the true names 0r capacities 0f the defendants sued herein as
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Does 1 through 20, inclusive, and therefore sues these defendants by such fictitious names.
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Plaintiff is informed and believes and thereon alleges that each 0f the fictitiously named
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defendants is responsible in some manner for the occurrences herein alleged, and that Plaintiff’s
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damages as herein alleged were proximately caused by their conduct. Plaintiff will amend this
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complaint t0 allege their true names and capacities when ascertained. Skillspeed, Verma and
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Does 1 through 20 are collectively referred t0 herein as “Defendants.”
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6. There exists and has existed a unity 0f ownership and interest between Verma and
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Skillspeed. Verma has exercised such complete control over Skillspeed and used Skillspeed as an
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instrumentality t0 perpetrate the acts described herein such that any individuality and separateness
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between them have ceased, and that each such Defendant isthe alter ego 0f the other.
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7. Moreover, Plaintiff alleges upon information and belief that Skillspeed was
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undercapitalized at alltimes relevant herein. The recognition 0f the fiction 0f the separateness
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between Verma and Skillspeed would sanction a fraud and promote injustice.
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COMPLAINT
JURISDICTION AND VENUE
8. Subject matter jurisdiction for this matter exists because the amount in controversy
exceeds $25,000.
9. This Court has personal jurisdiction over all 0f the Defendants because they d0
business in California.
10. Venue isproper in this Court because the contract that is the subject 0f this
complaint was executed in San Mateo County California.
GENERAL ALLEGATIONS
11. On 0r about September 11, 2018, BootUp Ventures and Skillspeed entered into a
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Master Services Agreement (the “MSA”). A true and correct copy 0f the MSA is attached hereto
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as Exhibit A and incorporated herein by reference.
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12. Pursuant t0 the MSA, Skillspeed agreed t0 provide educational services t0 Kaizen,
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which is a client 0f BootUp Ventures. Skillspeed was responsible for hiring, compensating and
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employing the teachers who would provide the educational services t0 Kaizen.
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13. Exhibit A2 t0 the MSA describes payments t0 be made by Kaizen t0 BootUp
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Ventures in the amount 0f $50,000 for the performance 0f two educational courses in Dubai and
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Abu Dhabi. After the MSA was executed, Kaizen and BootUp orally agreed that Kaizen would
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pay $66,000 for the performance 0f the educational courses referenced in this paragraph.
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14. Pursuant t0 Exhibit A2 t0 the MSA, a portion 0f the funds paid by Kaizen t0
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BootUp Ventures were t0 be transferred t0 Skillspeed in three installment payments: (1) a
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payment 0f $14,000 one week after the commencement 0f the educational program; (2) a
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payment 0f $7,000 three months after the start 0f the program; and (3) a payment 0f $7,000 four
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months after the start 0f the program.
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15. Exhibit A2 to the MSA provides that any remaining profit from the sale 0f
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educational services described in the MSA would be split equally between BootUp Ventures and
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Skillspeed. Exhibit A2 t0 the MSA further provides that the estimated cost 0f providing the
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COMPLAINT
educational services t0 Kaizen was $30,500.
16. After the MSA was executed, BootUp Ventures and Skillspeed determined that the
total cost 0f providing the educational services that are the subject of the MSA would be $50,000.
BootUp Ventures and Skillspeed subsequently agreed in writing t0 modify Exhibit A2 to the
MSA t0 provide that BootUp Ventures would transfer a total 0f $50,000 t0 Skillspeed t0 cover the
cost 0f providing those educational services in three installment payments: (1) a payment 0f
$25,000 one week after the commencement 0f the educational program; (2) a payment 0f $ 12,500
three months after the start 0f the program; and (3) a payment 0f $12,500 four months after the
start 0f the program.
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17. On 0r about February 25, 2019, BootUp Ventures was contacted by Chirag Tank, a
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teacher retained by Skillspeed who provided educational services t0 Kaizen for two months in
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Dubai and Abu Dhabi. Tank informed BootUp Ventures that Skillspeed failed t0 pay him for the
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services he provided and requested assistance from BootUp Ventures t0 obtain payment for those
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services.
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18. On about February 27, 2019, BootUp Ventures was contacted by Anshu Pandey, a
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teacher retained by Skillspeed who provided educational services t0 Kaizen for four months in
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Dubai and Abu Dhabi. Pandey informed BootUp Ventures that Skillspeed failed t0 pay him for
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the services he provided and requested assistance from BootUp Ventures t0 obtain payment for
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those services.
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19. BootUp Ventures learned from Tank and Pandey that Skillspeed fraudulently
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concealed its actual cost 0f providing the educational services called for by the MSA, including
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costs associated with hiring and paying educators such as Tank and Pandey t0 provide those
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services.
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20. In March 2019, BootUp Ventures demanded that Skillspeed pay Tank and Pandey
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for the educational services they provided. Skillspeed refused t0 d0 so.
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21. In March 20 1 9, Pandey threatened t0 shut down the educational program that was
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ongoing in Dubai and Abu Dhabi if he was not paid immediately by Skillspeed for the services he
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COMPLAINT
rendered.
22. By March 2019, BootUp Ventures had transferred $37,500 t0 Skillspeed pursuant
to Exhibit A2 of the MSA and the modification thereto. Skillspeed had n0 valid justification for
refusing t0 pay Tank and Pandey, as Kaizen reported t0 BootUp Ventures that itwas satisfied
with the educational services Tank and Pandey were providing.
23. BootUp Ventures contacted Skillspeed in March 2019 and once again requested
that Skillspeed pay the amounts it owed t0 Tank and Pandey, as it itsfailure t0 d0 so was harming
BootUp Ventures’ relationship with Kaizen and jeopardizing its ability t0 obtain future business
from Kaizen.
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24. On April 7, 2019, BootUp Ventures requested that Skillspeed agree t0 an
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independent audit 0f its actual costs incurred in providing the educational services described
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above. Skillspeed refused t0 d0 so.
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25. On April 15, 2019, Skillspeed made a demand for the final $ 12,500 installment
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payment that was due pursuant t0 the terms 0f the revised MSA. Skillspeed threatened t0
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terminate the educational programs it was providing t0 Kaizen if BootUp Ventures did not make
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that payment immediately.
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26. As of mid-April 2019, Skillspeed expended only $7,700 0f the $37,500 in funds it
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received from BootUp Ventures pursuant t0 Section A2 of the MSA. The $7,700 in funds
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represented the first month’s salary owed Skillspeed t0 Tank and Pandey, who were not paid for
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the remainder 0f the services they rendered. Skillspeed failed t0 pay Tank and Pandey for four
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months 0f services they rendered.
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27. On April 15, 2019, BootUp Ventures made another demand that Skillspeed pay
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Tank and Pandey for the services they rendered and that Skillspeed agree t0 a third party audit 0f
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the costs it incurred in providing the educational services that are described in the MSA.
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Skillspeed refused t0 d0 so.
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28. Paragraph S(g) 0f the MSA provides that Skillspeed shall not contact any client 0f
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BootUp Ventures without its consent. On April 18, 2019, Skillspeed contacted Kaizen Via email
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COMPLAINT
without the consent 0f BootUp Ventures in breach 0f paragraph S(g) 0f the MSA.
29. On April 18, 2019, BootUp Ventures notified Skillspeed itwas in material breach
0f the MSA and that the MSA was terminated, effective immediately.
30. In 0r around May 2019, BootUp Ventures paid $6,500 t0 Pandey directly so that
they would continue providing educational services t0 Kaizen rather than shut down the
educational program, as they had previously threatened t0 d0 because 0f Skillspeed’s failure t0
pay them.
FIRST CAUSE OF ACTION
(Rescission — Against Skillspeed)
10 3 1. Plaintiff incorporates the allegations 0f paragraphs 1 through 30 as though fully set
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12 32. BootUp Ventures performed all conditions, covenants, and promises required t0 be
13 performed by itpursuant t0 the terms 0f the MSA.
14 33. Skillspeed materially breached the MSA by unlawfully retaining proceeds paid t0
15 it by BootUp Ventures that were t0 be used t0 pay for the costs 0f providing the educational
16 services that are described in the MSA, including payment 0f the salaries for the teachers
17 providing the educational services.
18 34. The consideration paid by BootUp Ventures t0 Skillspeed failed in a material
19 respect. In addition, Skillspeed and Varma fraudulently concealed Skillspeed’s actual cost 0f
20 providing educational services before the parties executed the MSA. BootUp Ventures is
21 therefore entitled t0 rescission 0f the MSA and the return 0f the $37,500 itpaid t0 Skillspeed as a
22 result 0f Skillspeed’s breach 0f the MSA.
23 WHEREFORE, Plaintiff prays for judgment against Defendants as set forth below.
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SECOND CAUSE OF ACTION
25 (Conversion — Against All Defendants)
26 35. Plaintiff incorporates the allegations 0f paragraphs 1 through 34 as though fully set
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28 36. BootUp Ventures paid $37,500 in funds t0 Skillspeed that were t0 be used t0 pay
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COMPLAINT
for costs associated with the educational services Skillspeed was t0 provide t0 Kaizen that are set
forth in the MSA. Skillspeed misappropriated those funds, wrongfully retained them for its own
use and refused t0 pay the educators who were providing the educational services t0 Kaizen.
37. As a proximate result 0f the conversion 0f the above-referenced property by
Defendants, BootUp Ventures has suffered damages which are the natural, reasonable, and
proximate results 0f the conversion in an amount t0 be proven at trial.
38. The aforementioned acts 0f Defendants were willful, wanton, malicious and
oppressive, were undertaken with the intent t0 defraud, and justify an award 0f exemplary and
punitive damages in an amount t0 be proven at trial isn0 less than $37,500.
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WHEREFORE, Plaintiff prays for judgment against Defendants as set forth below.
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THIRD CAUSE OF ACTION
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(Unjust Enrichment — Against All Defendants)
13 39. Plaintiff incorporates the allegations 0f paragraphs 1 through 38 as though fully set
14 forth herein.
15 40. Skillspeed and Varma are obligated t0 reimburse BootUp Ventures for the
16 reasonable value 0f the monies transferred BootUp Ventures paid t0 t0 cover costs associated
17 with the provision 0f educational services t0 Kaizen.
18 41. BootUp has requested payment from Skillspeed for the return 0f the funds itpaid
19 t0 Skillspeed pursuant t0 the terms 0f the MSA. Skillspeed and Varma have refused and
20 continues t0 refuse t0 return the funds they misappropriated from BootUp Ventures.
21 42. BootUp is entitled t0 restitution from Defendants in an amount t0 be proven at
22 trial.
23 WHEREFORE, Plaintiff prays for judgment against Defendants as set forth below.
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FOURTH CAUSE OF ACTION
25 (Declaratory Judgment — Against Skillspeed)
26 43. Plaintiff incorporates the allegations 0f paragraphs 1 through 42 as though fully set
27 forth herein.
28 44. An actual and present controversy has arisen concerning the rights and duties 0f
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COMPLAINT
the parties under the MSA.
45. BootUp Ventures seeks a declaration 0f its rights pursuant t0 Code 0f Civil
Procedure section 1060 that Skillspeed materially breached the MSA and that BootUp Ventures is
entitled t0 rescind the MSA because the consideration paid by BootUp Ventures t0 Skillspeed
failed in a material respect and because 0f the fraudulent concealment by Skillspeed 0f its actual
cost 0f providing educational services t0 Kaizen.
46. A judicial declaration is necessary and appropriate at this time in order for the
parties t0 ascertain their rights and obligations t0 one another.
WHEREFORE, Plaintiff prays for judgment against Defendants as set forth below.
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PRAYER FOR RELIEF
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WHEREFORE, Plaintiff prays for judgment as follows:
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1. That the Court enter judgment against Defendant Skillspeed that the MSA is
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rescinded and that BootUp Ventures ist0 be restored all consideration paid t0 Skillspeed and
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other damages proximately caused.
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2. For general damages sustained as a direct, proximate and foreseeable result 0f the
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wrongful conduct 0f Defendants in an amount according t0 proof.
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3. For restitution 0f funds by Defendant Skillspeed t0 Plaintiff consisting of the
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amount 0f the benefit Defendant Skillspeed received and has unjustly retained in performing the
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wrongful acts complained 0f herein.
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4. For a declaration 0f the rights and obligations 0f the parties concerning the MSA,
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and that the MSA was effectively rescinded by BootUp Ventures 0n April 18, 2019.
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5. For an award 0f punitive damages for Defendants’ malicious, oppressive and
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outrageous conduct pursuant t0 Civil Code section 3294.
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6. For such other and further relief as the court may deem proper.
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COMPLAINT
Dated: July 5, 2019 THE FORTRESS LAW FIRM, INC.
*DWXMWB»
By:
DAVID P. NEMECEK, JR.
Attorneys for Plaintiff BOOTUP
VENTURES, LLC
KOOONQUI-P
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COMPLAINT
EXHIBIT A
DocuSign Envelope ID:4A85B7E3-4EF8-45DF-8540-A6EFD219E042
MASTER SERVICES AGREEMENT (MSA)
Provider Name : Blue Camphor Tehnologies Pvt Ltd
MSA No : BOOTUP/MSA/181002
Effective Date : September 12th 2018
This Master Services Agreement (”MSA”) ismade and entered into as of the date of signing (the
”Effective Date") of the Order Form (”Form”) by a duly authorized representative of BootUP
Ventures LLC ("BootUP")., a company incorporated under the laws of Delaware, located at 68
Willow Road, Menlo Park, California, 94025 USA and Blue Camphor Technologies Pvt Ltd (who
fullyowns the brand SkillSpeed) (”Provider” or ”SkillSpeed"), a company incorporated in
Bangalore under the Indian Companies Act, located at 40, Victorian Meadows, Marathahalli,
Bangalore 560037 India (collectively,the ”Parties” or individually, a ”Party”). This MSA governs
the provision of the services described in each Form or Statement of Work entered into
hereunder.
EACH PARTY ACKNOWLEDGES HAVING READ THE TERMS AND CONDITIONS SET FORTH ON THIS
COVER PAGE AND THE A'I'I'ACHED MSA AND EXH|B|T(S), UNDERSTANDS ALL SUCH TERMS AND
CONDITIONS AND AGREES TO BE BOUND THEREBY. THIS MSA HAS BEEN EXECUTED BY
AUTHORIZED REPRESENTATIVES OF EACH PARTY.
PROVIDER : Blue Camphor Technologies Pvt. Ltd
Name: Sanjay Verma oocusigned
by;
Title:Founder & CEO E92033565F084EBW
E-Mail: sanjay@ski|lspeed.com 9/11/2018
BOOTUP VENTURES LLC
Address: 68 Willow Road, Menlo Park, CA 94025, USA
Name: Marco ten Vaanholt Docusigneu
by;
Title:President and Founder
Wm ’f‘u/x,UWU
B4C612110267456___
9/11/2018
E-Mail: Marco@bootupventures.com
DocuSign Envelope ID:4A8587E3-4EF8-45DF-8540-A6EFD219EO42
1. Consulting Relationship. During the term of this Agreement, Provider will provide education
and consulting services to BootUP as described on Exhibit A.1 hereto (the ”Services”). Provider
shalluse reasonable efforts to meet the services agreed inExhibit A.1. The parties may add
additional Exhibits for new projects inthe future.
2. Fees. As consideration for the Services to be provided by Provider, BootUP shall pay to
Provider the amounts specified in the corresponding Exhibit A.2 hereto in accordance with the
payment milestones set forth in such Exhibit A.2.
3.Expenses. Provider shall be reimbursed on a monthly basis for any expenses incurred by the
Provider inconnection with providing the Services, provided that any expenses inan amount
greater than $250 shall require the prior written approval of BootUP. AII such reimbursements
shallbe payable within thirty (30) days of the delivery of invoices for such expenses to BootUP.
4.Term and Termination.
(a)This Agreement shall be effective on the Effective Date and shall continue for 2 years until
terminated by mutual agreement or by either party by giving thirty (30) days written notice to
the other party.
(b)Upon termination, Provider shall deliver allwork in process to BootUP or third parties, and
shallbe paid for any fees, equity and other compensation earned prior to such termination date.
For agreed on partially finished milestones, Provider shall be paid on a prorated basis.
(c)Sections 2, 3,4 5, 6, and 7 shall survive termination of this Agreement.
5.Provider Services.
(a)Independent Contractor. Providers relationship with BootUP will be that of an independent
contractor and not that of an employee.
(b) Provider’s use of BootUP Trademark: Parties willannotate delivery of education to other
third parties as a strategic partnership (
BootUP powered by Skillspeed )
and Provider teachers
and sales people will use BootUP’s trademark, including on their platform, branded business
cards ,
presentations and logos for which BootUP provides a use license for the duration of the
contract.
(c) Method of Provision of Services. Provider shall be jointly responsible for determining the
method, details and means of performing the Services. Provider may, at Providers own expense,
employ or engage the services of such employees, subcontractors, partners or agents, as
Provider deems necessary to perform the Services (collectively, the ”Assistants”); provided that
Provider shall remain responsible for its Assistants’ compliance with the terms of this
Agreement, and for performance of the Provider obligations under this Agreement even if
performed by Assistants.
(d) Inorder to manage the services per individual engagement Provider and BootUP will receive
feedback about the quality of the education services provided. Both Partieswill as part of the
DocuSign Envelope ID:4A8587E3-4EF8-45DF-8540-A6EFD219EO42
engagements have standard quality KPl’s that we will agree on to manage the relationship
towards the students or provisioning third parties.
(e)No Authority to Bind Company. Provider acknowledges and agrees that Provider and its
Assistants have no authority to enter into contracts that bind BootUP or create obligations on
the part of BootUP without the prior written authorization of BootUP.
(f)No Authority to Bind Company. BootUp acknowledges and agrees that BootUp and its
Assistants have no authority to enter into contracts that bind the Provioder or create obligations
on the part of the Provider without the prior written authorization of the Provider
(g)No Benefits. Provider acknowledges and agrees that Provider and itsAssistants shall not be
eligible forany BootUP employee benefits and, to the extent Provider otherwise would be
eligible forany Company employee benefits but for the express terms of this Agreement,
Provider(on behalf of itselfand itsemployees) hereby expressly declines to participate insuch
Company employee benefits.
(h)BootUp Ecosystem. Provider understands and agrees that the BootUp ecosystem is
confidential and proprietary information of BootUp. Company agrees not to directly or indirectly
engage with, without BootUp’s prior written consent, any BootUp clients, advisors, vendors or
other service providers that have been recommended or introduced to Provider.
(i):BootUp understands and agrees that itwill not, directlyor indirectly, engage with any of
Provider’s employees, Assistants, vendors, advisors, clients,content providers, or any other
service providers that have been recommended or introduced to BootUp.
(j): BootUp will not use any of the Provdier’s educational content, delivery platforms, |T assets
for any engagement, sale or lease to any party, without the explicit written approval of the
Provider.
6.Supervision of BootUp’s Education Services. Allof the services to be performed by Provider,
including but not limited to the Services, will be as agreed between BootUp and the Provider’s
Chief Executive Officer or supervisor designated by the Chief Executive Officer. Provider will
report to the BootUP President or supervisor designated by the President concerning the
Services performed under this Agreement. The nature and frequency of these reports willbe left
to the discretion ofthe President or supervisor designated by the President.
7.Miscellaneous. (a) Amendments and Waivers. Any term of this Agreement may be amended
or waived only with the written consent of the Parties.
(b)Sole Agreement. This Agreement, including the Exhibits hereto, constitutes the sole
agreement of the parties and supersedes alloral negotiations and prior writings with respect to
the subject matter hereof. The Parties agree that this Agreement isconfidential, and neither
Party shall disclose the terms of this Agreement to third parties and Provider Assistants.
(c)Ownership. Each party shall own allinventions, technology, and intellectual property
developed by that party pursuant to thisAgreement. Joint IP during the contract will belong to
both parties to be used.
DocuSign Envelope ID:4A85B7E3-4EF8-45DF-8540-A6EFD219E042
(d) Notices. Any notice required or permitted by this Agreement shall be in writing (which may
include email) and shall be deemed sufficient upon receipt, when delivered personally or by
courier, overnight delivery service, email or confirmed facsimile, ifsuch notice isaddressed to
the party to be notified at such party’s address, email address or facsimile number as set forth
below, or as subsequently modified by written notice.
To BootUP: Marco ten Vaanholt, President and Founder
Email: marco@bootupventures.com
(e)Choice of Law. The validity, interpretation, construction and performance of this Agreement
shallbe governed by the laws of USA, without giving effect to the principles of conflict of laws.
(f)Severability. If one or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good faith. In the event that
the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement
shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement
shallbe enforceable inaccordance with itsterms.
(g)Assignment. Neither Party may assign 0r transfer any of its rights or delegate any of its
obligations under this Agreement, in whole or in part,without the other Party's express prior
written consent. Any attempted assignment, transfer or delegation, without such consent, will
be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the
benefit of the parties permitted successors and assigns.
(h)Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but allof which together will constitute one and the same instrument.
(i)Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this
Agreement, shall be submitted to arbitration under inaccordance with its rules then in effect,
and judgment upon any award rendered in such arbitration will be binding and may be entered
in any court having jurisdiction thereof. The prevailing party in any legal action brought by one
party against the other and arising out of this Agreement willbe entitled, in addition to any
other rights and remedies itmay have, to reimbursement for its expenses, including court costs
and reasonable attorneys' fees.
(j) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT,
SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL
COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS
AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF
THE DRAFTING OR PREPARATION HEREOF.
(k)Limitation of Liability. EXCEPT IN THE EVENT OF COMPANY’S BREACH OF SECTION 5(e): (i)IN
NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE
OTHER PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; AND
(ii) EXCEPT FOR THE AMOUNTS PAYABLE TO BOOTUP PURSUANT TO EXHIBITS B.1 IN CASH,
EQUITY OR OTHER FORM, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY UNDER THIS
DocuSign Envelope ID:4A8587E3-4EF8-45DF-8540-A6EFD219EO42
AGREEMENT EXCEED THE GREATER OF: (i) AMOUNTS PAYABLE BY COMPANY IN CASH TO
BOOTUP PURSUANT TO THE APPLICABLE STATEMENTS OF WORK; OR (ii) ONE MILLION DOLLARS
(US$1,000,000). LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED AS SET FORTH
HEREIN, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS
ESSENTIAL PURPOSE.
The parties have executed this Agreement as of the date firstwritten above.
DocuSign Envelope ID:4A85B7E3-4EF8-45DF-8540-A6EFD219E042
Exhibit Al- DESCRIPTION OF EDUCATION SERVICES
Skillspeed will provide through itsplatform and in person the below education curriculum in
Dubai and Qatar for the third party called Kaizen. The teachers will be provided with airfare and
lodging and reimburseable transportation by Kaizen through BootUP’s agreement.
Duration in
Course Duration (inhours)
Weeks
MONTH 1
FOUNDATION - CLASSROOM
Basic Math & Statistics
Introduction to Programming
OOPS 48 3
Data Structure & Algorithms
Maths & Stats for Data Sciences
ONLINE LIVE
Theory + Project mentoring 10 1
MONTH 2
PYTHON CLASSROOM
Introduction to Python
48 3
Data Science with Python
ONLINE LIVE
Theory + Project mentoring 10 2
MONTH 3
MACHINE LEARNING - CLASSROOM
Machine Learning (Basics)
32 2
Machine Learning (Advanced)
ONLINE LIVE
Theory + Project mentoring 16 2
MONTH 4
Al -CLASSROOM
ArtificialIntelligence 32 2
ONLINE LIVE
Theory + Project mentoring 16 2
DocuSign Envelope ID:4A85B7E3-4EF8-45DF-8540-A6EFD219E042
MONTH 5
FINAL PROJECT -CLASSROOM
Final Project 48
ONLINE LIVE
Theory + Project mentoring 16
DocuSign Envelope ID:4A85B7E3-4EF8-45DF-8540-A6EFD219E042
EXHIBIT A2: COMPENSATION & PAYMENT
1)AGREED FEES
1.1). In consideration of the Services to be provided by Skillspeed and BootUP under this
Agreement of delivery of satisfactory services, the Client ( Kaizen
Preview
DAVID P. NEMECEK, IR. (State Bar No. 194402) david@f0rtress—1aW£OIn Hectmnicauy THE FORTRESS LAW FIRM, INC. D 555 California Street, Suite 4925 by Supenar Court chahforma, County o! San Matea San Francisco, CA 94 1 04 UN 7/5/201 9 Telephone: (415) 659-1946 B).- fsfUna Fina" Facsimile: (4 15) 723-7370 02PM! Clerk Attorneys for Plaintiff BOOTUP VENTURES, LLC KOOONQUI-P SUPERIOR COURT 0F THE STATE 0F CALIFORNIA COUNTY 0F SAN MATEO UNLIMITED JURISDICTION 10 19'C'V'03869 BOOTUP VENTURES, LLC, Case No. 11 COMPLAINT FOR BREACH 0F 12 Plaintiff, CONTRACT, CONVERSION, UNJUST ENRICHMENT AND DECLARATORY 13 v. RELIEF 14 BLUE CAMPHOR TECHNOLOGIES PRIVATE LIMITED DBA SKILLSPEED, 15 SANJAY VERMA and DOES 1—20, 16 Defendants. 17 18 19 NATURE OF THE ACTION AND OVERVIEW 20 1. Plaintiff BootUp Ventures, LLC (“BootUp Ventures”) brings this action to compel 21 Defendants Blue Camphor Technologies Private Limited (“Skillspeed”) and Sanj ay Verma to 22 return $37,500 in funds they misappropriated. The fimds paid by BootUp Ventures were to be 23 used by Skillspeed to pay for costs associated With a venture established by the parties to provide 24 educational services to a client of BootUp Ventures, but Defendants misappropriated the funds, 25 sabotaged the venture and failed and refused to pay the educators who provided the educational 26 services. 27 28 COMPLAINT THE PARTIES 2. Plaintiff BootUp Ventures isa limited liability company organized under the laws 0f the state 0f Delaware with itsprincipal place 0f business in San Mateo County, California. BootUp Ventures serves in part as an educator for individuals, startups and technology companies. BootUp Ventures provides its clients with education offerings t0 develop their skills in the fields 0f coding, data science, artificial intelligence and machine learning. 3. Defendant Blue Camphor Technologies Private Limited is a corporation organized under the laws 0f India with itsprincipal place 0f business in Bangalore, India. Blue Camphor Technologies does business using the fictitious name 0f Skillspeed. Skillspeed acts as a 10 temporary employment agency for teachers that it deploys t0 perform those services. 11 4. Defendant Sanjay Verma is an individual residing in Bangalore, India. Verma 12 serves at the Chief Executive Officer 0f Skillspeed. 13 5. Plaintiff is ignorant 0f the true names 0r capacities 0f the defendants sued herein as 14 Does 1 through 20, inclusive, and therefore sues these defendants by such fictitious names. 15 Plaintiff is informed and believes and thereon alleges that each 0f the fictitiously named 16 defendants is responsible in some manner for the occurrences herein alleged, and that Plaintiff’s 17 damages as herein alleged were proximately caused by their conduct. Plaintiff will amend this 18 complaint t0 allege their true names and capacities when ascertained. Skillspeed, Verma and 19 Does 1 through 20 are collectively referred t0 herein as “Defendants.” 20 6. There exists and has existed a unity 0f ownership and interest between Verma and 21 Skillspeed. Verma has exercised such complete control over Skillspeed and used Skillspeed as an 22 instrumentality t0 perpetrate the acts described herein such that any individuality and separateness 23 between them have ceased, and that each such Defendant isthe alter ego 0f the other. 24 7. Moreover, Plaintiff alleges upon information and belief that Skillspeed was 25 undercapitalized at alltimes relevant herein. The recognition 0f the fiction 0f the separateness 26 between Verma and Skillspeed would sanction a fraud and promote injustice. 27 28 2 COMPLAINT JURISDICTION AND VENUE 8. Subject matter jurisdiction for this matter exists because the amount in controversy exceeds $25,000. 9. This Court has personal jurisdiction over all 0f the Defendants because they d0 business in California. 10. Venue isproper in this Court because the contract that is the subject 0f this complaint was executed in San Mateo County California. GENERAL ALLEGATIONS 11. On 0r about September 11, 2018, BootUp Ventures and Skillspeed entered into a 10 Master Services Agreement (the “MSA”). A true and correct copy 0f the MSA is attached hereto 11 as Exhibit A and incorporated herein by reference. 12 12. Pursuant t0 the MSA, Skillspeed agreed t0 provide educational services t0 Kaizen, 13 which is a client 0f BootUp Ventures. Skillspeed was responsible for hiring, compensating and 14 employing the teachers who would provide the educational services t0 Kaizen. 15 13. Exhibit A2 t0 the MSA describes payments t0 be made by Kaizen t0 BootUp 16 Ventures in the amount 0f $50,000 for the performance 0f two educational courses in Dubai and 17 Abu Dhabi. After the MSA was executed, Kaizen and BootUp orally agreed that Kaizen would 18 pay $66,000 for the performance 0f the educational courses referenced in this paragraph. 19 14. Pursuant t0 Exhibit A2 t0 the MSA, a portion 0f the funds paid by Kaizen t0 20 BootUp Ventures were t0 be transferred t0 Skillspeed in three installment payments: (1) a 21 payment 0f $14,000 one week after the commencement 0f the educational program; (2) a 22 payment 0f $7,000 three months after the start 0f the program; and (3) a payment 0f $7,000 four 23 months after the start 0f the program. 24 15. Exhibit A2 to the MSA provides that any remaining profit from the sale 0f 25 educational services described in the MSA would be split equally between BootUp Ventures and 26 Skillspeed. Exhibit A2 t0 the MSA further provides that the estimated cost 0f providing the 27 28 3 COMPLAINT educational services t0 Kaizen was $30,500. 16. After the MSA was executed, BootUp Ventures and Skillspeed determined that the total cost 0f providing the educational services that are the subject of the MSA would be $50,000. BootUp Ventures and Skillspeed subsequently agreed in writing t0 modify Exhibit A2 to the MSA t0 provide that BootUp Ventures would transfer a total 0f $50,000 t0 Skillspeed t0 cover the cost 0f providing those educational services in three installment payments: (1) a payment 0f $25,000 one week after the commencement 0f the educational program; (2) a payment 0f $ 12,500 three months after the start 0f the program; and (3) a payment 0f $12,500 four months after the start 0f the program. 10 17. On 0r about February 25, 2019, BootUp Ventures was contacted by Chirag Tank, a 11 teacher retained by Skillspeed who provided educational services t0 Kaizen for two months in 12 Dubai and Abu Dhabi. Tank informed BootUp Ventures that Skillspeed failed t0 pay him for the 13 services he provided and requested assistance from BootUp Ventures t0 obtain payment for those 14 services. 15 18. On about February 27, 2019, BootUp Ventures was contacted by Anshu Pandey, a 16 teacher retained by Skillspeed who provided educational services t0 Kaizen for four months in 17 Dubai and Abu Dhabi. Pandey informed BootUp Ventures that Skillspeed failed t0 pay him for 18 the services he provided and requested assistance from BootUp Ventures t0 obtain payment for 19 those services. 20 19. BootUp Ventures learned from Tank and Pandey that Skillspeed fraudulently 21 concealed its actual cost 0f providing the educational services called for by the MSA, including 22 costs associated with hiring and paying educators such as Tank and Pandey t0 provide those 23 services. 24 20. In March 2019, BootUp Ventures demanded that Skillspeed pay Tank and Pandey 25 for the educational services they provided. Skillspeed refused t0 d0 so. 26 21. In March 20 1 9, Pandey threatened t0 shut down the educational program that was 27 ongoing in Dubai and Abu Dhabi if he was not paid immediately by Skillspeed for the services he 28 4 COMPLAINT rendered. 22. By March 2019, BootUp Ventures had transferred $37,500 t0 Skillspeed pursuant to Exhibit A2 of the MSA and the modification thereto. Skillspeed had n0 valid justification for refusing t0 pay Tank and Pandey, as Kaizen reported t0 BootUp Ventures that itwas satisfied with the educational services Tank and Pandey were providing. 23. BootUp Ventures contacted Skillspeed in March 2019 and once again requested that Skillspeed pay the amounts it owed t0 Tank and Pandey, as it itsfailure t0 d0 so was harming BootUp Ventures’ relationship with Kaizen and jeopardizing its ability t0 obtain future business from Kaizen. 10 24. On April 7, 2019, BootUp Ventures requested that Skillspeed agree t0 an 11 independent audit 0f its actual costs incurred in providing the educational services described 12 above. Skillspeed refused t0 d0 so. 13 25. On April 15, 2019, Skillspeed made a demand for the final $ 12,500 installment 14 payment that was due pursuant t0 the terms 0f the revised MSA. Skillspeed threatened t0 15 terminate the educational programs it was providing t0 Kaizen if BootUp Ventures did not make 16 that payment immediately. 17 26. As of mid-April 2019, Skillspeed expended only $7,700 0f the $37,500 in funds it 18 received from BootUp Ventures pursuant t0 Section A2 of the MSA. The $7,700 in funds 19 represented the first month’s salary owed Skillspeed t0 Tank and Pandey, who were not paid for 20 the remainder 0f the services they rendered. Skillspeed failed t0 pay Tank and Pandey for four 21 months 0f services they rendered. 22 27. On April 15, 2019, BootUp Ventures made another demand that Skillspeed pay 23 Tank and Pandey for the services they rendered and that Skillspeed agree t0 a third party audit 0f 24 the costs it incurred in providing the educational services that are described in the MSA. 25 Skillspeed refused t0 d0 so. 26 28. Paragraph S(g) 0f the MSA provides that Skillspeed shall not contact any client 0f 27 BootUp Ventures without its consent. On April 18, 2019, Skillspeed contacted Kaizen Via email 28 5 COMPLAINT without the consent 0f BootUp Ventures in breach 0f paragraph S(g) 0f the MSA. 29. On April 18, 2019, BootUp Ventures notified Skillspeed itwas in material breach 0f the MSA and that the MSA was terminated, effective immediately. 30. In 0r around May 2019, BootUp Ventures paid $6,500 t0 Pandey directly so that they would continue providing educational services t0 Kaizen rather than shut down the educational program, as they had previously threatened t0 d0 because 0f Skillspeed’s failure t0 pay them. FIRST CAUSE OF ACTION (Rescission — Against Skillspeed) 10 3 1. Plaintiff incorporates the allegations 0f paragraphs 1 through 30 as though fully set 11 forth herein. 12 32. BootUp Ventures performed all conditions, covenants, and promises required t0 be 13 performed by itpursuant t0 the terms 0f the MSA. 14 33. Skillspeed materially breached the MSA by unlawfully retaining proceeds paid t0 15 it by BootUp Ventures that were t0 be used t0 pay for the costs 0f providing the educational 16 services that are described in the MSA, including payment 0f the salaries for the teachers 17 providing the educational services. 18 34. The consideration paid by BootUp Ventures t0 Skillspeed failed in a material 19 respect. In addition, Skillspeed and Varma fraudulently concealed Skillspeed’s actual cost 0f 20 providing educational services before the parties executed the MSA. BootUp Ventures is 21 therefore entitled t0 rescission 0f the MSA and the return 0f the $37,500 itpaid t0 Skillspeed as a 22 result 0f Skillspeed’s breach 0f the MSA. 23 WHEREFORE, Plaintiff prays for judgment against Defendants as set forth below. 24 SECOND CAUSE OF ACTION 25 (Conversion — Against All Defendants) 26 35. Plaintiff incorporates the allegations 0f paragraphs 1 through 34 as though fully set 27 forth herein. 28 36. BootUp Ventures paid $37,500 in funds t0 Skillspeed that were t0 be used t0 pay 6 COMPLAINT for costs associated with the educational services Skillspeed was t0 provide t0 Kaizen that are set forth in the MSA. Skillspeed misappropriated those funds, wrongfully retained them for its own use and refused t0 pay the educators who were providing the educational services t0 Kaizen. 37. As a proximate result 0f the conversion 0f the above-referenced property by Defendants, BootUp Ventures has suffered damages which are the natural, reasonable, and proximate results 0f the conversion in an amount t0 be proven at trial. 38. The aforementioned acts 0f Defendants were willful, wanton, malicious and oppressive, were undertaken with the intent t0 defraud, and justify an award 0f exemplary and punitive damages in an amount t0 be proven at trial isn0 less than $37,500. 10 WHEREFORE, Plaintiff prays for judgment against Defendants as set forth below. 11 THIRD CAUSE OF ACTION 12 (Unjust Enrichment — Against All Defendants) 13 39. Plaintiff incorporates the allegations 0f paragraphs 1 through 38 as though fully set 14 forth herein. 15 40. Skillspeed and Varma are obligated t0 reimburse BootUp Ventures for the 16 reasonable value 0f the monies transferred BootUp Ventures paid t0 t0 cover costs associated 17 with the provision 0f educational services t0 Kaizen. 18 41. BootUp has requested payment from Skillspeed for the return 0f the funds itpaid 19 t0 Skillspeed pursuant t0 the terms 0f the MSA. Skillspeed and Varma have refused and 20 continues t0 refuse t0 return the funds they misappropriated from BootUp Ventures. 21 42. BootUp is entitled t0 restitution from Defendants in an amount t0 be proven at 22 trial. 23 WHEREFORE, Plaintiff prays for judgment against Defendants as set forth below. 24 FOURTH CAUSE OF ACTION 25 (Declaratory Judgment — Against Skillspeed) 26 43. Plaintiff incorporates the allegations 0f paragraphs 1 through 42 as though fully set 27 forth herein. 28 44. An actual and present controversy has arisen concerning the rights and duties 0f 7 COMPLAINT the parties under the MSA. 45. BootUp Ventures seeks a declaration 0f its rights pursuant t0 Code 0f Civil Procedure section 1060 that Skillspeed materially breached the MSA and that BootUp Ventures is entitled t0 rescind the MSA because the consideration paid by BootUp Ventures t0 Skillspeed failed in a material respect and because 0f the fraudulent concealment by Skillspeed 0f its actual cost 0f providing educational services t0 Kaizen. 46. A judicial declaration is necessary and appropriate at this time in order for the parties t0 ascertain their rights and obligations t0 one another. WHEREFORE, Plaintiff prays for judgment against Defendants as set forth below. 10 PRAYER FOR RELIEF 11 WHEREFORE, Plaintiff prays for judgment as follows: 12 1. That the Court enter judgment against Defendant Skillspeed that the MSA is 13 rescinded and that BootUp Ventures ist0 be restored all consideration paid t0 Skillspeed and 14 other damages proximately caused. 15 2. For general damages sustained as a direct, proximate and foreseeable result 0f the 16 wrongful conduct 0f Defendants in an amount according t0 proof. 17 3. For restitution 0f funds by Defendant Skillspeed t0 Plaintiff consisting of the 18 amount 0f the benefit Defendant Skillspeed received and has unjustly retained in performing the 19 wrongful acts complained 0f herein. 20 4. For a declaration 0f the rights and obligations 0f the parties concerning the MSA, 21 and that the MSA was effectively rescinded by BootUp Ventures 0n April 18, 2019. 22 5. For an award 0f punitive damages for Defendants’ malicious, oppressive and 23 outrageous conduct pursuant t0 Civil Code section 3294. 24 6. For such other and further relief as the court may deem proper. 25 26 27 28 8 COMPLAINT Dated: July 5, 2019 THE FORTRESS LAW FIRM, INC. *DWXMWB» By: DAVID P. NEMECEK, JR. Attorneys for Plaintiff BOOTUP VENTURES, LLC KOOONQUI-P 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 9 COMPLAINT EXHIBIT A DocuSign Envelope ID:4A85B7E3-4EF8-45DF-8540-A6EFD219E042 MASTER SERVICES AGREEMENT (MSA) Provider Name : Blue Camphor Tehnologies Pvt Ltd MSA No : BOOTUP/MSA/181002 Effective Date : September 12th 2018 This Master Services Agreement (”MSA”) ismade and entered into as of the date of signing (the ”Effective Date") of the Order Form (”Form”) by a duly authorized representative of BootUP Ventures LLC ("BootUP")., a company incorporated under the laws of Delaware, located at 68 Willow Road, Menlo Park, California, 94025 USA and Blue Camphor Technologies Pvt Ltd (who fullyowns the brand SkillSpeed) (”Provider” or ”SkillSpeed"), a company incorporated in Bangalore under the Indian Companies Act, located at 40, Victorian Meadows, Marathahalli, Bangalore 560037 India (collectively,the ”Parties” or individually, a ”Party”). This MSA governs the provision of the services described in each Form or Statement of Work entered into hereunder. EACH PARTY ACKNOWLEDGES HAVING READ THE TERMS AND CONDITIONS SET FORTH ON THIS COVER PAGE AND THE A'I'I'ACHED MSA AND EXH|B|T(S), UNDERSTANDS ALL SUCH TERMS AND CONDITIONS AND AGREES TO BE BOUND THEREBY. THIS MSA HAS BEEN EXECUTED BY AUTHORIZED REPRESENTATIVES OF EACH PARTY. PROVIDER : Blue Camphor Technologies Pvt. Ltd Name: Sanjay Verma oocusigned by; Title:Founder & CEO E92033565F084EBW E-Mail: sanjay@ski|lspeed.com 9/11/2018 BOOTUP VENTURES LLC Address: 68 Willow Road, Menlo Park, CA 94025, USA Name: Marco ten Vaanholt Docusigneu by; Title:President and Founder Wm ’f‘u/x,UWU B4C612110267456___ 9/11/2018 E-Mail: Marco@bootupventures.com DocuSign Envelope ID:4A8587E3-4EF8-45DF-8540-A6EFD219EO42 1. Consulting Relationship. During the term of this Agreement, Provider will provide education and consulting services to BootUP as described on Exhibit A.1 hereto (the ”Services”). Provider shalluse reasonable efforts to meet the services agreed inExhibit A.1. The parties may add additional Exhibits for new projects inthe future. 2. Fees. As consideration for the Services to be provided by Provider, BootUP shall pay to Provider the amounts specified in the corresponding Exhibit A.2 hereto in accordance with the payment milestones set forth in such Exhibit A.2. 3.Expenses. Provider shall be reimbursed on a monthly basis for any expenses incurred by the Provider inconnection with providing the Services, provided that any expenses inan amount greater than $250 shall require the prior written approval of BootUP. AII such reimbursements shallbe payable within thirty (30) days of the delivery of invoices for such expenses to BootUP. 4.Term and Termination. (a)This Agreement shall be effective on the Effective Date and shall continue for 2 years until terminated by mutual agreement or by either party by giving thirty (30) days written notice to the other party. (b)Upon termination, Provider shall deliver allwork in process to BootUP or third parties, and shallbe paid for any fees, equity and other compensation earned prior to such termination date. For agreed on partially finished milestones, Provider shall be paid on a prorated basis. (c)Sections 2, 3,4 5, 6, and 7 shall survive termination of this Agreement. 5.Provider Services. (a)Independent Contractor. Providers relationship with BootUP will be that of an independent contractor and not that of an employee. (b) Provider’s use of BootUP Trademark: Parties willannotate delivery of education to other third parties as a strategic partnership ( BootUP powered by Skillspeed ) and Provider teachers and sales people will use BootUP’s trademark, including on their platform, branded business cards , presentations and logos for which BootUP provides a use license for the duration of the contract. (c) Method of Provision of Services. Provider shall be jointly responsible for determining the method, details and means of performing the Services. Provider may, at Providers own expense, employ or engage the services of such employees, subcontractors, partners or agents, as Provider deems necessary to perform the Services (collectively, the ”Assistants”); provided that Provider shall remain responsible for its Assistants’ compliance with the terms of this Agreement, and for performance of the Provider obligations under this Agreement even if performed by Assistants. (d) Inorder to manage the services per individual engagement Provider and BootUP will receive feedback about the quality of the education services provided. Both Partieswill as part of the DocuSign Envelope ID:4A8587E3-4EF8-45DF-8540-A6EFD219EO42 engagements have standard quality KPl’s that we will agree on to manage the relationship towards the students or provisioning third parties. (e)No Authority to Bind Company. Provider acknowledges and agrees that Provider and its Assistants have no authority to enter into contracts that bind BootUP or create obligations on the part of BootUP without the prior written authorization of BootUP. (f)No Authority to Bind Company. BootUp acknowledges and agrees that BootUp and its Assistants have no authority to enter into contracts that bind the Provioder or create obligations on the part of the Provider without the prior written authorization of the Provider (g)No Benefits. Provider acknowledges and agrees that Provider and itsAssistants shall not be eligible forany BootUP employee benefits and, to the extent Provider otherwise would be eligible forany Company employee benefits but for the express terms of this Agreement, Provider(on behalf of itselfand itsemployees) hereby expressly declines to participate insuch Company employee benefits. (h)BootUp Ecosystem. Provider understands and agrees that the BootUp ecosystem is confidential and proprietary information of BootUp. Company agrees not to directly or indirectly engage with, without BootUp’s prior written consent, any BootUp clients, advisors, vendors or other service providers that have been recommended or introduced to Provider. (i):BootUp understands and agrees that itwill not, directlyor indirectly, engage with any of Provider’s employees, Assistants, vendors, advisors, clients,content providers, or any other service providers that have been recommended or introduced to BootUp. (j): BootUp will not use any of the Provdier’s educational content, delivery platforms, |T assets for any engagement, sale or lease to any party, without the explicit written approval of the Provider. 6.Supervision of BootUp’s Education Services. Allof the services to be performed by Provider, including but not limited to the Services, will be as agreed between BootUp and the Provider’s Chief Executive Officer or supervisor designated by the Chief Executive Officer. Provider will report to the BootUP President or supervisor designated by the President concerning the Services performed under this Agreement. The nature and frequency of these reports willbe left to the discretion ofthe President or supervisor designated by the President. 7.Miscellaneous. (a) Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Parties. (b)Sole Agreement. This Agreement, including the Exhibits hereto, constitutes the sole agreement of the parties and supersedes alloral negotiations and prior writings with respect to the subject matter hereof. The Parties agree that this Agreement isconfidential, and neither Party shall disclose the terms of this Agreement to third parties and Provider Assistants. (c)Ownership. Each party shall own allinventions, technology, and intellectual property developed by that party pursuant to thisAgreement. Joint IP during the contract will belong to both parties to be used. DocuSign Envelope ID:4A85B7E3-4EF8-45DF-8540-A6EFD219E042 (d) Notices. Any notice required or permitted by this Agreement shall be in writing (which may include email) and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service, email or confirmed facsimile, ifsuch notice isaddressed to the party to be notified at such party’s address, email address or facsimile number as set forth below, or as subsequently modified by written notice. To BootUP: Marco ten Vaanholt, President and Founder Email: marco@bootupventures.com (e)Choice of Law. The validity, interpretation, construction and performance of this Agreement shallbe governed by the laws of USA, without giving effect to the principles of conflict of laws. (f)Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shallbe enforceable inaccordance with itsterms. (g)Assignment. Neither Party may assign 0r transfer any of its rights or delegate any of its obligations under this Agreement, in whole or in part,without the other Party's express prior written consent. Any attempted assignment, transfer or delegation, without such consent, will be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties permitted successors and assigns. (h)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but allof which together will constitute one and the same instrument. (i)Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, shall be submitted to arbitration under inaccordance with its rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement willbe entitled, in addition to any other rights and remedies itmay have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees. (j) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF. (k)Limitation of Liability. EXCEPT IN THE EVENT OF COMPANY’S BREACH OF SECTION 5(e): (i)IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) EXCEPT FOR THE AMOUNTS PAYABLE TO BOOTUP PURSUANT TO EXHIBITS B.1 IN CASH, EQUITY OR OTHER FORM, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY UNDER THIS DocuSign Envelope ID:4A8587E3-4EF8-45DF-8540-A6EFD219EO42 AGREEMENT EXCEED THE GREATER OF: (i) AMOUNTS PAYABLE BY COMPANY IN CASH TO BOOTUP PURSUANT TO THE APPLICABLE STATEMENTS OF WORK; OR (ii) ONE MILLION DOLLARS (US$1,000,000). LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED AS SET FORTH HEREIN, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. The parties have executed this Agreement as of the date firstwritten above. DocuSign Envelope ID:4A85B7E3-4EF8-45DF-8540-A6EFD219E042 Exhibit Al- DESCRIPTION OF EDUCATION SERVICES Skillspeed will provide through itsplatform and in person the below education curriculum in Dubai and Qatar for the third party called Kaizen. The teachers will be provided with airfare and lodging and reimburseable transportation by Kaizen through BootUP’s agreement. Duration in Course Duration (inhours) Weeks MONTH 1 FOUNDATION - CLASSROOM Basic Math & Statistics Introduction to Programming OOPS 48 3 Data Structure & Algorithms Maths & Stats for Data Sciences ONLINE LIVE Theory + Project mentoring 10 1 MONTH 2 PYTHON CLASSROOM Introduction to Python 48 3 Data Science with Python ONLINE LIVE Theory + Project mentoring 10 2 MONTH 3 MACHINE LEARNING - CLASSROOM Machine Learning (Basics) 32 2 Machine Learning (Advanced) ONLINE LIVE Theory + Project mentoring 16 2 MONTH 4 Al -CLASSROOM ArtificialIntelligence 32 2 ONLINE LIVE Theory + Project mentoring 16 2 DocuSign Envelope ID:4A85B7E3-4EF8-45DF-8540-A6EFD219E042 MONTH 5 FINAL PROJECT -CLASSROOM Final Project 48 ONLINE LIVE Theory + Project mentoring 16 DocuSign Envelope ID:4A85B7E3-4EF8-45DF-8540-A6EFD219E042 EXHIBIT A2: COMPENSATION & PAYMENT 1)AGREED FEES 1.1). In consideration of the Services to be provided by Skillspeed and BootUP under this Agreement of delivery of satisfactory services, the Client ( Kaizen