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Client Terms and Conditions

Last Updated: June 6, 2026

These Client Terms and Conditions ("Terms") govern the purchase and use of consulting, coaching, advisory, investor readiness, fundraising preparation, business strategy, and related services provided by Rob Matzkin LLC / Robert Matzkin ("Consultant," "we," "us," or "our").

By purchasing services, submitting payment, paying an invoice, enrolling in a program, checking an acceptance box, or otherwise engaging Consultant, you and/or the company or entity you represent ("Client," "you," or "your") agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company or entity, you represent that you have authority to bind that company or entity.

1. Services

Consultant provides consulting, coaching, advisory, investor readiness, fundraising preparation, business strategy, go-to-market strategy, leadership, operations, and related business services.

The specific services purchased by Client may be described on the website, checkout page, proposal, invoice, statement of work, email confirmation, or other written communication from Consultant.

Services may include, depending on the package purchased:

Unless expressly stated in writing, Consultant is not obligated to provide services outside the scope of the purchased package.

2. Monthly Retainer Services

If Client purchases a monthly retainer, the retainer includes the services described at checkout, on the invoice, or in a separate written proposal.

Unless otherwise agreed in writing, monthly retainer services may include:

Any time, service, or support provided in excess of the agreed scope is provided solely at Consultant's discretion and does not create an ongoing obligation, entitlement, precedent, or modification of the services unless expressly agreed in writing.

3. One-Time Investor Materials and Outreach Package

If Client purchases a one-time investor materials and outreach package, the package may include the items described on the website, checkout page, invoice, or written proposal.

Unless otherwise agreed in writing, this package may include:

4. Financial Projection Disclaimer

Consultant is not acting as a Chief Financial Officer, accountant, auditor, tax advisor, securities attorney, investment advisor, broker-dealer, investment banker, or other licensed financial professional.

Any financial projection work is intended to assist in the preparation of professional investor-facing materials commonly expected in early-stage fundraising discussions. It is not intended to replace a CFO-led financial model, audit-ready financial package, tax analysis, securities analysis, or institutional financial model.

Client is solely responsible for reviewing, verifying, approving, and relying upon all numbers, assumptions, projections, claims, representations, and financial information before using, sharing, submitting, or distributing any materials.

5. Client Responsibilities

Client agrees to cooperate in good faith and provide all information, documents, feedback, access, and approvals reasonably necessary for Consultant to perform the services.

Client is solely responsible for:

Client represents and warrants that all information, data, financials, projections, customer information, traction claims, product claims, investor materials, and other materials provided to Consultant are true, accurate, complete, and not misleading to the best of Client's knowledge.

Consultant is not responsible for delays caused by Client's failure to provide requested information, materials, approvals, feedback, access, or decisions in a timely manner.

6. Deliverables, Review, and Revisions

Consultant will use commercially reasonable efforts to provide work product in a professional manner based on the information provided by Client, the purchased scope of services, and Consultant's professional judgment.

For written materials or investor materials created specifically for Client, Consultant will provide an editable version of the final work product after full payment has been received.

Unless otherwise stated in writing, one-time deliverable packages include one material review and one reasonable revision round after delivery of the initial draft materials.

After the included review and revision round, any additional changes, rewrites, formatting revisions, content revisions, updates, or ongoing maintenance are Client's responsibility unless the parties separately agree to additional paid services.

7. Scheduling and Calls

Call dates, times, and methods of communication will be mutually agreed upon. Calls may be conducted by phone, video conference, or another agreed method.

Client must provide at least forty-eight hours' prior notice to cancel or reschedule a call.

Consultant will make reasonable good-faith efforts to reschedule missed or canceled calls. However, missed, canceled, or rescheduled calls do not pause billing, extend the monthly term, create a credit, or reduce fees unless Consultant expressly agrees otherwise in writing.

Monthly billing continues regardless of the number of calls used by Client in any given month, provided Consultant has made reasonable availability for the agreed services.

8. Fees, Billing, and Payment

Client agrees to pay all fees described at checkout, on the invoice, in the proposal, or in another written communication from Consultant.

Unless otherwise agreed in writing:

Client is responsible for all approved third-party costs, including software subscriptions, investor database fees, design costs, legal fees, accounting fees, advertising costs, and other out-of-pocket expenses, unless expressly included in the purchased package.

9. No Guarantee of Results

Consultant does not guarantee any specific business, fundraising, investor, customer, revenue, valuation, transaction, strategic, operational, or financial outcome.

Client acknowledges that business and fundraising results depend on many factors outside Consultant's control, including market conditions, investor interest, company traction, product quality, team quality, financial performance, legal structure, timing, diligence readiness, and Client's execution.

All advice, recommendations, documentation, introductions, investor lists, templates, and suggestions are advisory in nature. Client remains solely responsible for all decisions, actions, communications, fundraising activity, investor representations, business outcomes, and legal compliance.

10. Investor Introductions

Consultant may, in Consultant's sole and absolute discretion, elect to make direct warm introductions to members of Consultant's investor network.

Direct investor introductions are not guaranteed and are not included as an automatic component of any monthly retainer, one-time package, or other service unless expressly agreed in writing.

Consultant does not control, guarantee, or represent that any investor will take a meeting, request diligence, make an investment, continue discussions, decline an opportunity, or make any further introduction.

Client agrees not to knowingly circumvent Consultant with respect to any direct investor introduction made by Consultant for the purpose of avoiding payment of any applicable success fee or agreed compensation.

11. Success Fee for Direct Introductions

If an investment is made by an investor directly introduced to Client by Consultant, and if the parties have agreed that a success fee applies, Client agrees to pay Consultant the success fee described in the applicable invoice, proposal, statement of work, written agreement, or other written communication.

Unless otherwise agreed in writing, the success fee may include:

The success fee applies only to direct introductions made by Consultant and does not apply to general investor lists, database-sourced investors, email templates, LinkedIn outreach, investor research, or investors independently known to or sourced by Client before Consultant's introduction.

The success fee applies to any investment made by a directly introduced investor during the term of the engagement or within twelve months following the date of Consultant's introduction.

No success fee, equity, warrant, or other transaction-based compensation shall be due, payable, or issued unless and until such compensation has been reviewed and approved by Client's qualified securities counsel for compliance with applicable law.

Client is solely responsible for ensuring that any success fee, warrant, equity grant, or related compensation is legally compliant and properly documented by qualified legal counsel.

12. Confidentiality

Each party may disclose confidential or proprietary information to the other in connection with the services.

Confidential information includes non-public business information, investor information, financial information, strategy, documents, trade secrets, customer information, operating information, and any other information that a reasonable person would understand to be confidential.

Each party agrees to use the other party's confidential information solely for the purposes of the engagement and to protect such information using reasonable care.

Confidential information does not include information that:

Confidentiality obligations survive termination, cancellation, or expiration for five years. Trade secrets remain confidential for as long as they remain trade secrets under applicable law.

13. Intellectual Property and Work Product

Upon Consultant's receipt of full payment of all amounts due, Client will own the final customized materials specifically created for Client under the engagement, subject to Consultant's retained rights.

Consultant retains all rights, title, and interest in Consultant's pre-existing materials, templates, frameworks, methods, methodologies, processes, know-how, examples, tools, research methods, playbooks, and general business knowledge.

Consultant may use, reuse, develop, and apply general ideas, frameworks, strategies, methods, concepts, and non-confidential know-how in future engagements, provided Consultant does not disclose Client's confidential information.

14. Publicity and References

Consultant will not use Client's name, logo, testimonial, or specific results in public marketing materials without Client's prior consent.

Client may not use Consultant's name, logo, likeness, statements, or endorsement publicly without Consultant's prior consent, except in ordinary private investor, advisor, or internal business communications that accurately describe Consultant's role.

15. Independent Contractor; No Agency

Consultant is an independent contractor.

Nothing in these Terms creates a legal partnership, joint venture, employment relationship, agency relationship, broker-dealer relationship, investment banking relationship, fiduciary relationship, or other representative relationship between the parties.

Consultant has no authority to bind Client, make representations on behalf of Client, accept investment on behalf of Client, negotiate securities terms on behalf of Client, or execute any document on behalf of Client.

Client acknowledges that Consultant may provide services to other clients, including clients in similar or adjacent industries, provided Consultant does not disclose or misuse Client's confidential information.

16. Compliance and Professional Advice

Client is solely responsible for compliance with all applicable laws, rules, regulations, securities requirements, advertising requirements, solicitation rules, privacy obligations, and investor communication requirements.

Consultant does not provide legal, tax, accounting, audit, securities, investment advisory, broker-dealer, or investment banking services.

Consultant does not provide legal review of investor materials, securities disclosures, offering documents, subscription documents, investor communications, or fundraising claims.

Client is advised to consult qualified legal, financial, accounting, tax, securities, and other professional advisors where appropriate.

Consultant may use third-party software, research tools, investor databases, artificial intelligence tools, and related business tools in performing the services, provided Consultant uses commercially reasonable care in connection with confidential information.

17. Limitation of Liability

To the fullest extent permitted by law, Consultant shall not be liable to Client for any indirect, incidental, consequential, special, punitive, lost profit, lost opportunity, reputational, or similar damages arising out of or relating to the services.

Consultant's total liability under these Terms, and Client's exclusive remedy, shall be limited to the amount actually paid by Client to Consultant during the three months immediately preceding the event giving rise to the claim.

18. Indemnification

Client agrees to indemnify, defend, and hold harmless Consultant from and against any and all claims, losses, liabilities, damages, costs, expenses, demands, actions, and proceedings, including reasonable attorneys' fees, arising out of or relating to:

19. Cancellation and Termination

For monthly services, the engagement continues month-to-month unless either party provides at least thirty days' written notice of cancellation.

If cancellation notice is provided, Client remains responsible for all fees, costs, and obligations due through the conclusion of the applicable thirty-day notice period.

Consultant may terminate services immediately upon written notice if Client fails to pay amounts when due, materially breaches these Terms, engages in unlawful conduct, requests that Consultant engage in unethical or unlawful conduct, or uses Consultant's work product in a misleading, deceptive, or unlawful manner.

Termination does not relieve Client of responsibility for fees already earned, amounts due during the notice period, approved success fees, confidentiality obligations, indemnification obligations, or any other obligations intended to survive termination.

20. Dispute Resolution

If a dispute arises out of or relating to these Terms or the services, the parties agree to first attempt to resolve the dispute in good faith through direct discussion.

If the dispute is not resolved within thirty days after written notice of the dispute, the dispute shall be resolved exclusively through confidential binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration shall be conducted by a single neutral arbitrator. The arbitration shall take place in Miami, Florida, unless the parties agree otherwise in writing.

All arbitration proceedings, evidence, documents, and communications shall remain confidential to the fullest extent permitted by law.

The arbitrator's decision shall be final and binding, and judgment upon the arbitration award may be entered in any court of competent jurisdiction.

The prevailing party may be awarded reasonable attorneys' fees and costs.

Either party may seek temporary or permanent injunctive relief in a court of competent jurisdiction for claims involving confidentiality, intellectual property, or other equitable relief.

21. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflict of laws principles.

22. Notices

All notices required or permitted under these Terms must be provided in writing by email or another written method.

Notices to Consultant should be sent to:

Rob Matzkin LLC
Email: [Insert notice email]

Client notices will be sent to the email address provided at checkout, on the invoice, or in Client's written communications with Consultant.

Notice is deemed effective when sent, unless the sender receives an automated failure, rejection, or undeliverable notice.

23. Changes to These Terms

Consultant may update these Terms from time to time. The version in effect at the time of Client's purchase, payment, renewal, or continued use of services will govern the applicable services unless otherwise agreed in writing.

24. Entire Agreement

These Terms, together with any applicable invoice, checkout page, proposal, statement of work, or written agreement, constitute the entire agreement between the parties with respect to the services.

If there is a conflict between these Terms and a separately signed agreement or written statement of work, the separately signed agreement or statement of work will control for that specific engagement.

25. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent as closely as possible.

26. Waiver

The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of such provision or of the right to enforce such provision later.

27. Assignment

Client may not assign these Terms or any rights or obligations under them without Consultant's prior written consent.

Consultant may assign these Terms to a successor entity or affiliated entity upon written notice to Client.