30MPC B2B Courses & Enablement Terms

EXHIBIT A

Standard Terms and Conditions

THE TERMS AND CONDITIONS CONTAINED HEREIN ("AGREEMENT") APPLY TO ALL USE OF THE HOSTED SERVICE (AND CONTENT AVAILABLE THROUGH THE SERVICE) (PROVIDED BY 30 MINUTES TO PRESIDENTS CLUB LLC ("30MPC") TO YOU AND THE ORGANIZATION YOU REPRESENT (TOGETHER, "CUSTOMER"). BY ACCESSING OR USING THE SERVICE, CUSTOMER AGREES TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT WILL BE DEEMED EFFECTIVE ON THE DATE IT IS AGREED TO BY CUSTOMER (SUCH AS BY EXECUTION OF THIS ORDER DOCUMENT)
1. THE SERVICE
1.1. Provision of the Service. Subject to all the terms of this Agreement, 30MPC grants Customer the non-sublicensable, non-transferrable, nonexclusive, limited right to remotely access and use the 30MPC service described in this Order Document (the "Service") and any associated sales training and educations content ("Content") available via the Service - but only for Customer's internal business purpose of helping train and educate its personnel. If any mobile application or software is provided (collectively, "Software"), Customer will have a non-exclusive right to download and use it solely to help Customer use the hosted Service. All activity under the Agreement shall be strictly in accordance with and subject to Company's acceptable use policy and user documentation (if any – as made available on the Service).
1.2. IP. No intellectual property rights are assigned or transferred by 30MPC hereunder. As between the parties, all Content is owned by 30MPC (including, without limitation, all intellectual property rights therein). Content will only be used by Customer for its own internal education purposes (not to create any competing or derivative content).
1.3. General Restrictions. Customer shall not (and shall not allow any third party to): (a) rent, lease, copy, provide access to or sublicense the Service to a third party (except contractors acting on Customer's behalf – and Customer is fully responsible and liable for their breach of this Agreement); (b) use the Service to help develop any other product or service (such as a competitive product or service), (c) use the Service for the benefit of any third party, (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to any of any part of the Service (provided that, the foregoing restriction on reverse engineering will not apply to the extent prohibited by applicable law - and then only upon advance notice to 30MPC, in which case 30MPC may terminate this Agreement on written notice), (e) modify or create derivatives of the Service or any other materials provided by 30MPC, or (f) remove or obscure any proprietary or other notices contained in the Service or documentation provided by 30MPC. All Software will be subject to the restrictions above. Customer will not disclose any pricing related information, or information related to performance of the Service, to any third party (and all such information is 30MPC's Confidential Information).
1.4. Feedback. If Customer provides 30MPC with any suggestions for improvements to, or other feedback with respect to, the Service or Content, then it grants 30MPC a worldwide, perpetual, irrevocable, sublicensable, transferrable, royalty-free, fully paid-up rights and license to use, reproduce, perform, display, modify, distribute and otherwise exploit all such feedback for any purpose (feedback is provided "AS IS").
2. FEES; PAYMENT
2.1. Fees and Payment. All fees are as set forth in this Order Document and are payable in advance. Fees must be paid within thirty (30) days of Customer's receipt of 30MPC's invoice, unless otherwise specified in this Order Document. 30MPC may adjust the fees charged to Customer hereunder on written notice delivered to Customer at least sixty (60) days prior to the end of the then-current term (and such fees will take effect beginning on the next term) (absent such notice, fees will automatically increase by five percent (5%) each renewal term). If Customer disagrees with an invoice, it must notify 30MPC within thirty (30) days from receipt of the invoice – or it is deemed final. 30MPC's fees are exclusive of all taxes and other governmental assessments. Customer is responsible for all of the foregoing - other than taxes based on the income of 30MPC.
2.2. Late Payments. In the event of late payments, Customer agrees to pay interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less) (plus all costs of collection)
3. WARRANTIES; DISCLAIMERS
3.1. Mutual Warranties. Each party represents and warrants that (i) it has all right, power, and authority to execute this Agreement and perform hereunder, (ii) its activities in connection with this Agreement will not violate any laws or regulations, and (iii) its performance will not conflict with an obligations it has to any third party.
3.2. Limited Warranty. 30MPC warrants, for Customer's benefit only, that the technology used by it to operate the Service will be free of substantial operational defects. 30MPC does not warrant that Customer's use of the Service will be uninterrupted or error-free. 30MPC's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty shall be, in 30MPC' sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if 30MPC determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the Service or as of the date of the warranty claim. The limited warranty set forth in this Section shall not apply unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared.
3.3. Disclaimer; Limitation. EXCEPT FOR THE LIMITED WARRANTY DETAILED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND 30MPC DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, OR (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER TO 30MPC DURING THE IMMEDIATELY PRECEDING SIX (6) MONTH PERIOD (OR, IF NO AMOUNTS HAVE BEEN PAID, SUCH AMOUNT SHALL BE US$1,000.00). 30MPC WILL NOT BE LIABLE FOR CUSTOMER'S USE OF, OR RELIANCE ON, ANY CONTENT. THE LIMITATIONS ABOVE WILL NOT APPLY TO EITHER CUSTOMER'S BREACH OF SECTIONS 1.2 OR 1.3.
4. CONFIDENTIAL INFORMATION
Each party agrees that all business and technical information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. All fees and pricing information will be 30MPC's Confidential Information. Except as expressly authorized herein, the Receiving Party will, using reasonable measures, hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; or (ii) is or has become public knowledge through no fault of the Receiving Party. If required to be disclosed by law, the Receiving Party will immediately notify the Disclosing Party and use its best efforts to limit the disclosure. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief (without the posting of a bond or similar instrument) in addition to whatever other remedies it might have at law.
5. GENERAL TERMS
5.1. Force Majeure. Except for payment obligations, neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, or refusal of a license by a government agency.
5.2. Notice. Any notice or communication required or permitted under this Agreement shall be effective when sent via email. Notices to 30MPC must be sent to compliance@30mpc.com. Support notices to 30MPC should be sent to support@talk.30mpc.com. Emails to Customer will be sent to the email address set out on the Order Document. Either party may update its email at any time with notice.
5.3. Governing Law; Assignment; Entire Agreement. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. All disputes will be subject to the exclusive jurisdiction of the courts in Santa Clara, California. This Agreement will bind and inure to the benefit of each party's permitted successors and assignees. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement to one or its affiliates or to a successor to all or substantially all of its business or assets. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. It may only be amended or waived in a writing executed by both parties. If any provision of this Agreement shall be adjudged by an any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
Last Updated: January 2026