PARACHUTE VENTURES

Terms of Service

Effective Date: August 25, 2026

These Terms of Service (the “Agreement”) govern the advisory services provided by Parachute Ventures LLC, a Texas limited liability company (“Parachute,” the “Company,” “we,” “us,” or “our”), to the client identified on the applicable Order Form (“Client” or “You”). Each Order Form executed by the parties incorporates these Terms of Service by reference. Please read this Agreement carefully.

By executing an Order Form that references these Terms of Service, You acknowledge that You have read, understood, and agree to be bound by this Agreement. If You do not agree to these Terms of Service, do not execute an Order Form.

To the extent of any conflict or inconsistency between these Terms of Service and an Order Form, the Order Form shall control with respect to the applicable engagement.

The following sections set forth the complete terms and conditions applicable to Your engagement of the Services.

1. Description of Services.

1.1 Overview. Parachute is a go-to-market advisory firm that works with growth-stage technology companies to close the gap between brand strength and revenue. Parachute provides strategic advisory services, including enterprise sales strategy, go-to-market infrastructure development, commercial positioning, and related guidance (the “Services”), as further described in the applicable Order Form. The Company’s website is located at https://parachuteventures.co.

1.2 Advisory Nature of Services. The Services are advisory in nature. Parachute provides strategic guidance, recommendations, and frameworks to support Client’s go-to-market efforts. Parachute does not guarantee any specific business outcome, revenue, target, or commercial result. Client retains sole responsibility for all business decisions, implementation, execution, and operational activities. Parachute is not responsible for direct execution, sales management, employee supervision, hiring decisions, or day-to-day operations unless expressly agreed in writing in the applicable Order Form.

2. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:


  1. “Client” or “You” means the entity identified on the applicable Order Form that has engaged Parachute for Services under this Agreement, including any individual authorized by such entity to interact with Parachute on its behalf.

  2. “Deliverables” means any reports, presentations, frameworks, analyses, playbooks, and other tangible materials that Parachute creates and delivers to Client in connection with the Services.

  3. “Order Form” means an ordering document executed by the parties that references these Terms of
    Service and specifies the Services, fees, term, and other engagement-specific details for a particular engagement.

  4. “Parachute Parties” means Parachute Ventures LLC and its members, managers, officers, employees, agents, and affiliates.

  5. “Performance Fee” means the performance-based compensation, if any, payable to Parachute upon the occurrence of a Qualifying Revenue Event, as specified in the applicable Order Form.

  6. “Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity or body. 

  7. “Qualifying Revenue Event” means an event triggering payment of a Performance Fee, as defined in the applicable Order Form (for example, the closing of a commercial agreement above a specified contract-value threshold or the achievement of a cumulative revenue milestone).

  8. “Retainer” means the recurring advisory fee payable by Client to Parachute, as specified in the applicable Order Form.

  9. “Services” means the strategic advisory services further specified in the applicable Order Form.

  10. “Tail Period” means the period following expiration or termination of an Order Form during which Performance Fees remain payable for Qualifying Revenue Events, as specified in the applicable Order Form. Unless otherwise specified in the applicable Order Form, the Tail Period shall be ninety (90) days.

3. Engagement; Order Forms; Fees.

3.1 Order Forms. Each engagement between the parties shall be governed by an Order Form executed by both parties that references these Terms of Service. Parachute reserves the right to update or modify these Terms of Service from time to time. Material changes will be communicated with reasonable advance notice, except where immediate changes are required to comply with applicable law or address security concerns. Your continued engagement of Services after such changes constitutes acceptance of the revised Terms of Service.

3.2 Authority. If You are executing an Order Form on behalf of an organization, You represent and warrant that You have the authority to bind such organization to this Agreement. References to “You” or “Client” shall include both You individually and the organization on whose behalf You act.

3.3 Client Cooperation. Client shall cooperate with Parachute as reasonably necessary for Parachute to perform the Services, including by providing timely access to relevant personnel, information, and systems. Client acknowledges that Parachute’s ability to deliver the Services effectively depends in part on Client’s timely cooperation and responsiveness.

3.4 Fee and Payment. Client shall pay Parachute the fees specified in the applicable Order Form, which may include a recurring Retainer and Performance Fees. All fees are stated in U.S. dollars, are non-refundable except as expressly provided in this Agreement, and are due in accordance with the payment terms specified in the Order Form. Unless otherwise specified in the Order Form, the Retainer is payable monthly, in advance, within five (5) business days of the start of each monthly period. Failure to pay any fees when due may result in suspension of Services in accordance with Section 7.2.

4. Reporting and Verification; Performance Fees; Tail Period; Deliverables; Confidentiality.

4.1 Reporting. Client shall notify Parachute in writing within fifteen (15) business days of the occurrence of any Qualifying Revenue Event and shall provide reasonable documentation supporting the occurrence and value of such event. If Client fails to provide such notice or documentation within seven (7) business days of a written request from Parachute, the applicable Performance Fee shall be calculated based on information reasonably available to Parachute, and the burden shall be on Client to demonstrate that a different amount is owed. In addition to any Performance Fee due, Client shall pay Parachute a late fee equal to ten percent (10%) of the estimated Performance Fee for any failure to timely report a Qualifying Revenue Event or to provide access or documentation as required under this Section 4. Client shall maintain accurate books and records relating to Qualifying Revenue Events for a period of two (2) years following expiration or termination of the applicable Order Form.

4.2 Verification. Parachute may, upon reasonable prior written notice, review Client’s relevant records to verify the accuracy of Qualifying Revenue Event reporting and the calculation of any Performance Fee. Client shall provide reasonable access to such records and cooperate with any such review. In addition, Parachute may at any time during the term of an Order Form and any applicable Tail Period request access to Client's customer relationship management system or equivalent system of record used to track pipeline, closed deals, and booked revenue. Client shall provide such access within seven (7) business days of Parachute's written request. If Client fails to provide a required report under Section 4.1 or fails to respond to a written request under this Section 4.2 within the applicable time period, Client shall grant Parachute immediate access to such systems upon request, without further notice. If Client fails to provide such access within three (3) business days of Parachute's request, Parachute may treat all open pipeline opportunities and all commercial engagements originated or materially advanced during the term of the applicable Order Form as having closed at their full projected value, and the resulting Performance Fees shall become immediately due and payable. The burden shall be on Client to demonstrate, with reasonable supporting documentation, that any such opportunity did not close or closed at a lower value. Reviews shall be conducted during normal business hours and no more than once per calendar year, unless a prior review reveals a material discrepancy.

4.3 Performance Fee Payment. Upon the occurrence of a Qualifying Revenue Event, Client shall pay the applicable Performance Fee to Parachute within the time period specified in the applicable Order Form, or if no time period is specified, within thirty (30) days of the date on which the Qualifying Revenue Event occurs. Performance Fees are non-refundable once paid and are in addition to any Retainer or other fees specified in the applicable Order Form.

4.4 Tail Period. Performance Fees shall remain payable for any Qualifying Revenue Event that occurs during the Tail Period, subject to the same reporting and payment terms set forth in this Section 4. The Tail Period applies regardless of the reason for expiration or termination of the applicable Order Form, provided that:

  1. the Qualifying Revenue Event arises from a customer relationship, pipeline opportunity, or commercial engagement that originated or was materially advanced during the term of the applicable Order Form; and

  2. Client shall continue to comply with the reporting and payment obligations in this Section 4 throughout the Tail Period.

4.5 Anti-Circumvention. Client shall not structure, delay, recharacterize, split, or route through any Person any transaction or commercial engagement in a manner intended to, or that has the effect of, avoiding or reducing any Performance Fee or other compensation payable to Parachute under this Agreement or an Order Form. Any transaction or engagement that is so structured, delayed, or rerouted shall be treated for purposes of calculating Performance Fees as if it had been completed in the ordinary course, and the applicable Performance Fee shall be calculated on the full value of the underlying transaction. This Section 4.5 shall survive expiration or termination of any Order Form and shall remain in effect throughout the Tail Period.

4.6 Deliverables. Subject to Client’s payment in full of all fees owed under the applicable Order Form, Parachute grants Client a non-exclusive, perpetual, royalty-free license to use the Deliverables for Client’s internal business purposes. Parachute retains all right, title, and interest in its pre-existing intellectual property, proprietary methodologies, frameworks, and know-how, including any such materials incorporated into the Deliverables. Client shall not distribute, sublicense, or make Deliverables available to any third party without Parachute’s prior written consent, except that Client may share Deliverables with its investors, board members, and professional advisors who are bound by obligations of confidentiality.

4.7 Confidentiality. Each party acknowledges that, in connection with the Services, it may receive non-public, proprietary, or confidential information of the other party, including business plans, financial information, customer data, revenue figures, pricing, and proprietary methodologies (“Confidential Information”). Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the disclosing party’s prior written consent, except to such party’s employees, advisors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as this Section; and (c) use Confidential Information solely for purposes of performing or receiving the Services. These obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by applicable law or legal process, provided that the receiving party gives prompt written notice to the disclosing party to the extent permitted by law. Parachute may collect and use basic contact and business information provided by Client (such as names, email addresses, and phone numbers of Client personnel) solely for purposes of performing the Services and communicating with Client. Parachute will not sell or share such information with unaffiliated third parties for their own marketing purposes. The confidentiality obligations in this Section 4.7 shall survive expiration or termination of this Agreement for a period of three (3) years.

5. Restrictions on Use. Client agrees not to engage in any of the following prohibited activities in connection with the Services:

Reverse engineering, deconstructing, or attempting to derive Parachute’s proprietary methodologies, frameworks, or processes;

  1. Representing any Deliverables as Client’s own original work product without attribution to Parachute, or removing any proprietary notices from the Deliverables;

  2. Distributing, sublicensing, or making the Deliverables available to any third party except as expressly permitted in Section 4.6;

  3. Using the Services or Deliverables for any purpose that violates applicable law or regulation; or

  4. Soliciting or hiring any Parachute employee, contractor, or agent who performed Services for Client during the term of an Order Form and for twelve (12) months following expiration or termination of such Order Form, without Parachute’s prior written consent. 

6. Intellectual Property; Force Majeure; Independent Contractor.

6.1 Intellectual Property Ownership. The Company retains all right, title, and interest in and to its proprietary methodologies, frameworks, models, processes, templates, and know-how (collectively, “Company IP”). No license or right in the Company IP is granted to Client except the limited license to use the Deliverables as expressly set forth in Section 4.6. All rights not expressly granted herein are reserved by the Company.

6.2 Force Majeure. Neither party shall be liable for any delay or failure to perform any obligation under this Agreement (other than payment obligations) to the extent that such delay or failure results from circumstances beyond such party’s reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemics or epidemics, government actions or orders, embargoes, sanctions, labor disputes, power outages, or other force majeure events. The affected party shall use commercially reasonable efforts to mitigate the effects of any such event and to resume performance as promptly as practicable. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other party.

6.3 Independent Contractor. Parachute is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Parachute shall have no authority to bind Client or to assume or create any obligation on Client’s behalf. Each party shall be solely responsible for the supervision, direction, control, and compensation of its own personnel.

7. Termination; Suspension.

7.1 Termination by Client. Client may terminate an Order Form in accordance with the termination provisions specified in the applicable Order Form. If the Order Form does not specify termination provisions, Client may terminate the Order Form upon thirty (30) days’ prior written notice to Parachute.

7.2 Suspension or Termination by Parachute. Parachute may suspend or terminate an Order Form, in whole or in part, if Parachute reasonably determines that:

  1. Client has materially or repeatedly breached this Agreement;

  2. Suspension or termination is required to comply with applicable law, regulation, or legal process; or

  3. Client’s conduct creates, or is reasonably likely to create, liability, harm, or risk to Parachute or third parties.

7.3 Notice of Termination. Parachute will provide commercially reasonable notice prior to suspension or termination, including the reason for such action, unless providing notice would: (a) violate applicable law or a legal process; (b) compromise an investigation; or (c) cause harm to Parachute or third parties.

7.4 Effect of Termination. Upon termination or expiration of an Order Form, Client shall pay all fees accrued through the effective date of termination or expiration, including any Performance Fees and any late fees pursuant to Section 4.1 that have accrued but remain unpaid. No refund of any Retainer previously paid will be issued upon termination or expiration of an Order Form, regardless of the reason for such termination or expiration. The Tail Period provisions of Section 4.4 shall apply following any termination or expiration. 

8. DISCLAIMER OF WARRANTIES.

8.1 USE AT OWN RISK. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

8.2 DISCLAIMER OF IMPLIED WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARACHUTE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.3 NO WARRANTY REGARDING SERVICES OR DELIVERABLES. THE PARACHUTE PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; (C) ANY DELIVERABLES OR RECOMMENDATIONS WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) THE SERVICES WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, REVENUE LEVEL, OR COMMERCIAL RESULT; OR (E) ANY ADVICE OR RECOMMENDATION PROVIDED THROUGH THE SERVICES CONSTITUTES LEGAL, FINANCIAL, INVESTMENT, OR ACCOUNTING ADVICE.

8.4 NO ADDITIONAL WARRANTIES; NO RELIANCE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PARACHUTE OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE SERVICES ARE ADVISORY IN NATURE AND ARE INTENDED TO SUPPORT, NOT REPLACE, CLIENT’S INDEPENDENT BUSINESS JUDGMENT AND DECISION-MAKING.

8.5 JURISDICTIONAL VARIATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. LIMITATION OF LIABILITY.

9.1 EXCLUSION OF LIABILITY FOR DATA LOSS. EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY PARACHUTE, PARACHUTE SHALL NOT BE LIABLE FOR ANY LOSS, DELETION, CORRUPTION, OR UNAUTHORIZED ACCESS TO CLIENT DATA OR MATERIALS PROVIDED TO PARACHUTE IN CONNECTION WITH THE SERVICES.

9.2 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARACHUTE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT.

9.3 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARACHUTE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY CLIENT TO PARACHUTE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED U.S. DOLLARS (USD $500).

9.4 GROSS NEGLIGENCE CARVE-OUT. FOR THE AVOIDANCE OF DOUBT, THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT EXCEPTION IN SECTION 9.1 REMOVES ONLY THE BLANKET EXCLUSION OF LIABILITY SET FORTH IN THAT SECTION. ANY LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT REMAINS SUBJECT TO THE LIABILITY CAP IN SECTION 9.3.

9.5 APPLICATION REGARDLESS OF LEGAL THEORY. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BASED, WHETHER IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF PARACHUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification; Third-Party Links; Limitations on Legal Action.

10.1 Indemnification by Client. Client agrees to indemnify, defend, and hold harmless the Parachute Parties from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s breach of this Agreement; (b) Client’s violation of any applicable law or any rights of a third party; or (c) any material inaccuracy in Client’s reporting of Qualifying Revenue Events under Section 4. This indemnification obligation shall survive termination of this Agreement.

10.2 Indemnification by Parachute. Parachute shall indemnify, defend, and hold harmless Client from and against any third-party claim arising directly from Parachute’s gross negligence or willful misconduct in the performance of the Services, provided that Client: (a) promptly notifies Parachute in writing of such claim; (b) grants Parachute sole control of the defense and settlement of such claim; and (c) provides reasonable cooperation at Parachute’s expense. This Section 10.2 states Parachute’s entire liability, and Client’s sole and exclusive remedy, with respect to any indemnification claim against Parachute under this Agreement.

10.3 Third-Party Links. The Company’s website or materials provided in connection with the Services may contain links to third-party websites, applications, or services that are not owned or controlled by Parachute. Parachute has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. Client acknowledges and agrees that Parachute shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods, or services.

10.4 Limitation on Legal Action. Any cause of action or claim Client may have arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the cause of action accrues. Any cause of action not commenced within this period is permanently barred. This limitation applies regardless of the legal theory under which the claim is brought.

11. Dispute Resolution; Arbitration; Class Action Waiver; Governing Law.

11.1 Informal Resolution. Before initiating any formal proceeding, the complaining party shall send written notice to the other party describing the dispute and proposed resolution. The parties shall attempt in good faith to resolve the dispute within thirty (30) days of receipt of such notice. Notices to Parachute shall be sent to the contact information in Section 12.

11.2 Mandatory Binding Arbitration. If the dispute is not resolved within the thirty-day period, all claims arising out of or relating to this Agreement or the Services shall be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in the State of Texas or, at either party’s election, by telephone or video conference.

11.3 CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND.

11.4 Governing Law. This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of laws principles.

11.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.

11.6 No Waiver. Failure by either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

11.7 Entire Agreement. This Agreement, together with any Order Forms executed by the parties, constitutes the entire agreement between Client and Parachute regarding the Services and supersedes all prior agreements and understandings.

11.8 Survival. Sections 2 (Definitions), 4.4 (Tail Period), 4.5 (Anti-Circumvention), 4.6 (Deliverables), 4.7 (Confidentiality), 5 (Restrictions on Use), 6.1 (Intellectual Property Ownership), 7.4 (Effect of Termination), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification; Third-Party Links; Limitations on Legal Action), 11 (Dispute Resolution; Arbitration; Class Action Waiver; Governing Law), and all payment obligations accrued prior to termination shall survive any termination or expiration of this Agreement.

11.9 Assignment. Client may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of Parachute. Parachute may assign this Agreement, in whole or in part, without Client’s consent, in connection with a merger, acquisition, corporate reorganization, conversion, or sale of all or substantially all of the Company’s assets, or to any affiliate of Parachute. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12. Contact Information.

12.1 Method of Contact. If You have any questions, concerns, or requests regarding these Terms of Service, please contact Parachute at the following:

Parachute Ventures LLC

Address: 700 Smith St #61070 

   Houston, TX 77002 


Email: John@ParachuteVentures.co

12.2 Response. Parachute will make reasonable efforts to respond to inquiries in a timely manner. Any formal notices required or permitted under this Agreement shall be sent to the applicable party at the addresses set forth herein or as otherwise updated in writing by the receiving party.